DEF 14A 1 gm_2014xdef14a.htm DEFINITIVE PROXY STATEMENT GM_2014_DEF14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a -101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )
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    Definitive Proxy Statement
o
    Definitive Additional Materials
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    Soliciting Material Pursuant to §240.14a-12
GENERAL MOTORS COMPANY
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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GENERAL MOTORS COMPANY
300 Renaissance Center, P.O. Box 300, Detroit, MI 48265-3000
April 25, 2014
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of General Motors Company (“GM” or “General Motors” or the “Company” or “we,” or “our”). It will be held at 9:30 a.m. Eastern Time on Tuesday, June 10, 2014, at General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan 48243.
The matters to be acted upon at the meeting are described in the Notice of Annual Meeting of Stockholders of General Motors Company and the Proxy Statement. Additionally, there will be a report on the Company’s business operations, and we will provide time for business-related questions and comments. If you plan to attend the meeting, you must request an admission ticket in advance. Please refer to page 7 for further instructions concerning admission tickets. A map and directions are on the back cover of this proxy statement.
As in previous years, we will furnish proxy materials to our stockholders primarily through the Internet. We will mail a Notice of Internet Availability of Proxy Materials (“Notice”) to most of our stockholders, which will contain instructions on how to access proxy materials on the Internet and vote your shares. The Notice will also describe how to request a paper copy of proxy materials or electronic delivery of materials via e-mail, free of charge. Stockholders who have previously elected delivery of our proxy materials electronically will receive an e-mail with instructions on how to access these materials electronically. Stockholders who have previously elected to receive a paper copy of our proxy materials will receive a full paper set of these materials by mail.
Thank you for your support and continued interest in General Motors Company.
Sincerely,
 
Mary T. Barra
 
Theodore M. Solso
Chief Executive Officer
 
Chairman of the Board of Directors
    
            
Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?” on page 5. 






Notice of Annual Meeting of Stockholders of General Motors Company
Time and Date:
9:30 a.m. Eastern Time, Tuesday, June 10, 2014
 
 
Place:
General Motors Company
 
General Motors Global Headquarters
 
300 Renaissance Center
 
Detroit, Michigan 48243
 
 
Agenda Items:
1. Election of directors;
 
 
 
2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered
 public accounting firm for 2014;
 
 
 
3. Advisory vote to approve executive compensation;
 
 
 
4. Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation;
 
 
 
5. Approval of the General Motors Company 2014 Short-Term Incentive Plan;
 
 
 
6. Approval of the General Motors Company 2014 Long-Term Incentive Plan;
 
 
 
7. Stockholder proposal regarding cumulative voting;
 
 
 
8. Stockholder proposal regarding independent board chairman; and
 
 
 
9. Transacting any other business that is properly brought before the meeting, or any adjournment.
 
 
Board of Directors
Recommendations:
The Board of Directors recommends a vote “FOR” Items 1, 2, and 3, for “ONE YEAR” on Item 4, "FOR" Items 5 and 6, and “AGAINST” Items 7 and 8.
 
 
Record Date:
You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 11, 2014.
 
 
Proxy Voting:
Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?” on page 5.
 
 
Admission:
If you plan to attend the annual meeting, you must request an admission ticket in advance by following the instructions on page 7 of this proxy statement, and we must receive your request no later than June 3, 2014. Each stockholder may bring one guest to the meeting, and you must also request an admission ticket for your guest. Stockholders and their accompanying guest must each present an admission ticket and government-issued photo identification to enter the meeting.
By order of the Board of Directors,
Anne T. Larin
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the
GM Annual Meeting of Stockholders to be Held on Tuesday, June 10, 2014
The Proxy Statement and Annual Report to Stockholders are available at
www.gm.com/proxymaterials.

 
 
  2014 PROXY STATEMENT


Table of Contents
 
 
Questions and Answers
  
4
  
Information about Nominees for Director
  
10
  
Corporate Governance Guidelines
  
15
Board Leadership Structure
  
16
Board’s Role in Risk Oversight
  
17
Selection of Nominees for Election to the Board
  
17
Board Meetings and Attendance
  
19
Size of the Board
  
19
Voting Standards for the Election of Directors
  
19
Director Independence
  
20
Executive Sessions
  
21
Stockholder Communication with the Board
  
21
Code of Ethics
  
21
Confidentiality
  
21
Director Orientation and Continuing Education
  
22
Access to Outside Advisors
  
22
Committees of the Board of Directors
  
22
Non-Employee Director Compensation
  
24
Compensation Committee Interlocks and Insider Participation
  
26
Director Stock Ownership and Holding Requirements
  
26
Security Ownership of Directors, Named Executive Officers, and Certain Others
  
27
Stockholders Agreement
  
28
Certain Relationships and Related Party Transactions
  
28
Section 16(a) Beneficial Ownership Reporting Compliance
  
30
  
Compensation Discussion and Analysis
  
31
     Executive Summary
 
31
     Total Compensation Framework and Overview
  
33
     Assessing Compensation Competitiveness
 
34
     Objectives of Our Compensation Program
 
35
     2013 Compensation Decisions and RSU Performance Metric
 
35
     Stock Ownership Requirements
 
38
     Policy on Recoupment of Incentive Compensation
 
38
     Compensation Committee and Consultant Independence
 
38
     Compensation Risk Assessment Process
  
39
          2014 Compensation for Named Executive Officers
 
40
2013 Summary Compensation Table and Related Compensation Tables
  
41
Compensation Committee Report
  
51
  
Fees Paid to Independent Registered Public Accounting Firm
  
53
  
  
 
 
 
  
  
 
 

 
 
  2014 PROXY STATEMENT


PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, so you should read the entire proxy statement carefully before voting.

ANNUAL MEETING INFORMATION

Tuesday, June 10, 2014

General Motors Company Global Headquarters
9:30 a.m. Eastern Time
300 Renaissance Center
 
Detroit, Michigan 48243

Voting:
You are entitled to vote at the meeting if you were a holder of record of Common Stock at the close of business on April 11, 2014.
VOTING MATTERS AND BOARD VOTING RECOMMENDATIONS
Proposal
Board Voting Recommendation
Page Reference for More Detail
Management Proposals:
 
 
1. Election of directors
FOR
10
2. Ratification of the selection of Deloitte & Touche LLP as the Company's independent public accounting firm for 2014
FOR
54
3. Advisory vote to approve executive compensation
FOR
54
4. Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation
ONE YEAR
55
5. Approval of the General Motors Company 2014 Short-Term Incentive Plan
FOR
55
6. Approval of the General Motors Company 2014 Long-Term Incentive Plan
FOR
58
Stockholder Proposals:
 
 
7. Stockholder proposal regarding cumulative voting
AGAINST
65
8. Stockholder proposal regarding independent board chairman
AGAINST
66
Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting. You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see “How do I vote without attending the annual meeting?” on page 5.
ATTENDING THE ANNUAL MEETING
GM stockholders as of the record date are entitled to attend the annual meeting. In accordance with our security procedures, all attendees must present an admission ticket and government-issued photo identification. You must request an admission ticket in advance by following the instructions on page 7.

 
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  2014 PROXY STATEMENT


WEBCAST
Our annual meeting will be audio webcast on Tuesday, June 10, 2014 and may be accessed at www.gm.com/gmannualmeeting. Additional information regarding the webcast may be found on page 8.
NOMINEES FOR DIRECTOR (SEE PAGES 10–15)
Name
Age
Director Since
Principal Occupation
Independent
Committee Membership(1)
Joseph J. Ashton
65
Vice President, United Auto Workers
 
 
Mary T. Barra
52
2014
Chief Executive Officer, General Motors Company
 
 
Erroll B. Davis, Jr.
69
2009
Superintendent, Atlanta Public Schools
X
AC, PPC (Chair)
Stephen J. Girsky
51
2009
Senior Advisor, General Motors Company
 
FC, PPC
E. Neville Isdell
70
2009
Retired Chairman and Chief Executive Officer, The Coca-Cola Company
X
DCGC, ECC (Chair)
Kathryn V. Marinello
57
2009
Senior Advisor, Ares Management, LLC
X
AC, PPC
Admiral Michael G. Mullen USN (ret.)
67
2013
Retired Chairman, Joint Chiefs of Staff
X
AC, PPC
James J. Mulva
67
2012
Retired Chairman and Chief Executive Officer, ConocoPhillips
X
ECC, FC, PPC
Patricia F. Russo
61
2009
Retired Chief Executive Officer, Alcatel-Lucent
X
DCGC (Chair), ECC, FC
Thomas M. Schoewe
61
2011
Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.
X
AC (Chair), FC
Theodore M. Solso
67
2012
Retired Chairman and Chief Executive Officer, Cummins, Inc. and Chairman, General Motors Company
X
AC, DCGC, ECC
Carol M. Stephenson
63
2009
Retired Dean, Ivey Business School, The University of Western Ontario
X
DCGC, ECC
(1)
Board Committee Names: AC - Audit Committee, DCGC - Directors and Corporate Governance Committee, ECC - Executive Compensation Committee, FC - Finance Committee, PPC - Public Policy Committee
EXECUTIVE COMPENSATION HIGHLIGHTS (SEE PAGES 31–51)
Performance-Based Compensation Structure
Following the U.S. Department of the Treasury's (the "UST") sale of its remaining shares of Common Stock, we have implemented a more appropriate performance-based compensation structure for our Named Executive Officers ("NEOs") comprised of both short- and long-term incentives based on financial and operational metrics for fiscal year 2014 and beyond. In addition to base salary, this structure, shown below, will include: 1) an annual short-term incentive that may be earned upon achievement of annual financial and operating performance goals and individual contribution, and 2) long-term incentives comprised of both restricted stock units ("RSUs") and performance share units ("PSUs").

 
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  2014 PROXY STATEMENT


General Motors Company 2014 Short-Term Incentive Goals
Performance Measures
● Earnings Before Interest and Taxes ("EBIT") - Adjusted
● Adjusted Automotive Free Cash Flow ("Adjusted AFCF")
● Global Market Share
● Quality
Payout Range
0%–200% of target
General Motors Company 2014 Long-Term Incentive ("LTI") Goals
Performance Share Units (75% of 2014 LTI)
Performance Measures: ● Return on Invested Capital ("ROIC")
● Global Market Share
 
Payout Range: 0%–200% of target
 
Performance Period: 2014–2016
RSUs (25% of 2014 LTI)
Ratable vesting over a 3-year period
2013 Compensation Program
2013 Fiscal Year Named Executive Officers (1)
Daniel F. Akerson
Chairman & Chief Executive Officer
Daniel Ammann
Executive Vice President & Chief Financial Officer
Stephen J. Girsky
Vice Chairman, Corporate Strategy, Business Development, and Global Product Planning
Mary T. Barra
Executive Vice President, Global Product Development, Purchasing & Supply Chain
Karl-Thomas Neumann
Executive Vice President & President, Europe
(1)
On January 15, 2014, Daniel F. Akerson stepped down as Chairman and Chief Executive Officer ("CEO") and is serving as Senior Advisor until he leaves the Company in July 2014. Mary T. Barra, who was Executive Vice President, Global Product Development, Purchasing & Supply Chain, was elected by the Board of Directors to replace Mr. Akerson as CEO. Daniel Ammann was named President of the Company with responsibility for managing regional operations around the world, global Cadillac and Chevrolet brand organizations, and GM Financial. Charles K. Stevens, III was named Executive Vice President & Chief Financial Officer on January 15, 2014, replacing Mr. Ammann. In addition, on January 15, 2014, Stephen J. Girsky stepped down as Vice Chairman and is serving as Senior Advisor until he leaves the Company in July 2014. Mr. Girsky remains on our Board of Directors.
During 2013, the compensation structure for our NEOs included the following core elements:
Base salary;
Salary stock units ("SSUs"); and
Long-Term RSUs
No adjustments were made to base salaries for NEOs in 2013. Mr. Akerson’s SSU awards remained at the 2012 level. The other NEOs, with the exception of Dr. Neumann, received increases in SSU awards to maintain their total compensation at competitive levels.
Mr. Akerson did not receive an RSU grant in 2013 in acknowledgment of the possibility of his retirement before the completion of the three-year vesting period for RSUs. The other NEOs, with the exception of Dr. Neumann, received RSU grants based on achievement of target 2012 Adjusted AFCF performance.
Dr. Neumann was hired in March 2013, and his base salary, SSU awards, and RSU grant were set pursuant to his employment agreement.

 
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  2014 PROXY STATEMENT


PROXY STATEMENT
This proxy statement is provided in connection with the solicitation of proxies, by order of the Board of Directors of General Motors Company (the “Board” or the “Board of Directors”), to be used at the 2014 annual meeting of stockholders of the Company. The enclosed proxy card or voting instruction form represents your holdings of our Common Stock in the account name shown. We expect that on or after Friday, April 25, 2014, this proxy statement and the enclosed proxy card or voting instruction form will be mailed, and proxy materials will be available by Internet for those stockholders who received a mailed Notice or have previously elected delivery of proxy materials electronically.
In addition to this proxy statement and the proxy card or voting instruction form, the GM 2013 Annual Report to stockholders (“Annual Report”) is provided in this package and is available through the Internet.
Questions and Answers
How does the Board of Directors recommend that I vote on matters to be considered at the annual meeting?
The Board of Directors recommends a vote on the following items, which are described in more detail beginning on page 10: 
Item    
Description
Board Voting
Recommendation
1
Election of directors
FOR
2
Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014
FOR
3
Advisory vote to approve executive compensation
FOR
4
Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation
ONE YEAR
5
Approval of the General Motors Company 2014 Short-Term Incentive Plan
FOR
6
Approval of the General Motors Company 2014 Long-Term Incentive Plan
FOR
7
Stockholder proposal regarding cumulative voting
AGAINST
8
Stockholder proposal regarding independent board chairman
AGAINST
Are there any other matters to be voted upon at the annual meeting?
We do not know of any matters to be voted on by stockholders at the annual meeting other than those included in this proxy statement. If any other matter is properly presented at the meeting, your executed proxy gives the Proxy Committee discretionary authority to vote your shares in accordance with its best judgment with respect to the matter. The Proxy Committee is composed of the following executive officers of the Company: Mary T. Barra, Daniel Ammann, and Charles K. Stevens, III, each of whom is authorized to act on behalf of the Proxy Committee.
Who is entitled to vote?
Holders of our Common Stock as of the close of business on April 11, 2014 are entitled to vote at the annual meeting. On that date, the Company had 1,603,608,139 shares of Common Stock outstanding and entitled to vote. Each share of our Common Stock entitles the holder to one vote.



 
4
  2014 PROXY STATEMENT


How do I vote without attending the annual meeting?
When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. You may give instructions to vote for or against, or abstain from voting for the election of all the Board of Directors’ nominees or any individual nominee and to vote for or against, or abstain from voting upon, each of the other matters submitted for voting, except Item No. 4 (advisory vote to approve the frequency of a stockholder advisory vote on executive compensation), in which case, you may vote for one year, two years, or three years, or abstain from voting. If you sign, date, and return the proxy card or voting instruction form without specifying how you wish to cast your vote, your shares will be voted according to the recommendations of the Board of Directors, as indicated in this proxy statement. Internet and telephone voting is available 24 hours a day, through 11:59 p.m. Eastern Time on Monday, June 9, 2014.
Stockholders may vote their proxy in any one of the following ways:
If you received a paper copy of proxy materials: To vote by Internet or telephone, you should follow the instructions provided on the proxy card or voting instruction form enclosed with the proxy materials. To vote by mail, mark, sign, and date the proxy card or voting instruction form included with the materials and return it in the enclosed envelope in time to be received before the date of the annual meeting. If you receive more than one proxy card or voting instruction form (which means you have shares in more than one account), you must mark, sign, and date each proxy card or voting instruction form you received. If you vote by Internet or telephone, you do not need to mail your proxy card or voting instruction form.
If you received a mailed Notice of Internet Availability of Proxy Materials: You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions provided in the Notice or on the website indicated in the Notice. If you prefer to vote by mail, you must request a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction form enclosed with the proxy materials.
If you received the proxy materials electronically via e-mail: You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions on the website provided in the e-mail notification.
By submitting your vote by Internet, telephone, or mail, you will authorize the Proxy Committee to vote your shares of our Common Stock as you direct and as they determine on any matters that we do not know about now but that may be presented properly at the meeting.
How can I change or revoke my vote after I have voted?
After you have voted by Internet, telephone, or mail, you may revoke your proxy at any time until it is voted at the annual meeting. If you are a stockholder of record, you may do this by voting subsequently by Internet or telephone, submitting a new proxy card with a later date, sending a written notice of revocation to the Corporate Secretary at the address provided in “How can I obtain the Company’s corporate governance information?” on page 9, or by voting in person at the annual meeting.
If you are a beneficial stockholder, you may subsequently vote by Internet or telephone, or you may revoke your vote through your broker, bank, or other nominee in accordance with their instructions.
How can I vote in person at the annual meeting?
If you are a stockholder of record, you may vote your shares at the annual meeting by completing a ballot at the meeting. If you are a beneficial stockholder and want to vote your shares in person at the annual meeting, you must bring a signed legal proxy from your broker, bank, or other nominee giving you the right to vote the shares, which must be submitted with your ballot at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. Accordingly, we encourage you to vote your shares in advance, even if you plan to attend the meeting. Your vote at the annual meeting will supersede any prior vote by you.



 
5
  2014 PROXY STATEMENT


Will my votes be confidential? Who will count the vote?
As a matter of policy, GM believes your vote should be private except in contested elections. Therefore, we use an independent third party to receive, inspect, count, and tabulate proxies. Representatives of the independent third party also act as judges at the annual meeting.
What is the difference between a stockholder of record and a beneficial stockholder of shares held in street name?
If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the stockholder of record of those shares in your account.
If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial” stockholder of those shares, which are held in “street name.” The broker, bank, or other nominee is considered the stockholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account.
I am a beneficial stockholder. What happens if I do not provide voting instructions to my broker?
As a beneficial stockholder, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee to ensure your shares are voted in the way you would like. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under New York Stock Exchange (“NYSE”) rules, brokers are permitted to exercise discretionary voting authority on “routine” matters. Therefore, your broker may vote on Item No. 2 (ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014) even if you do not provide voting instructions, because it is considered a routine matter. Your broker may not vote on the other Agenda Items if you do not provide voting instructions, because those items involve matters that are considered non-routine.
What is a broker non-vote?
If your broker does not receive instructions from you on how to vote your shares and does not have discretion to vote on a proposal because it is a non-routine item, the broker may return the proxy without voting on that proposal. This is known as a “broker non-vote.” A broker non-vote is deemed as not entitled to vote at the meeting with regard to a proposal so that it does not have any effect on the outcome of a vote.
What are the voting requirements to elect the directors and to approve each of the proposals?
Under GM’s Bylaws, directors are elected by a majority in uncontested elections and by plurality in contested elections. A contested election is one in which the number of nominees exceeds the number of directors to be elected, and other conditions are met. In an uncontested election, nominees will be elected directors if they receive a majority of the votes cast (i.e., the number of shares voted “for” a director must exceed the number of votes cast “against” that director, without counting abstentions). In a contested election, the nominees who receive a plurality of the votes cast (i.e., more votes in favor of their election than other nominees) will be elected directors.
 

 
6
  2014 PROXY STATEMENT


Item
Description
Vote Required for Approval
Effect of
Abstentions and
Broker Non-Votes
1
Election of directors
The affirmative vote of a majority of votes cast in an uncontested election; Plurality of votes cast in a contested election. This year's election will be considered uncontested so that majority voting will apply. See “Item No. 1 – Election of Directors” on page 10.
Not considered as votes cast and have no effect on the outcome of the vote.
2
Ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014
The affirmative vote of a majority of shares present in person or by proxy and entitled to vote.
Abstentions have the same effect as a vote against. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal, so broker non-votes are not expected.
3
 


 
 

Advisory vote to approve executive compensation
The affirmative vote of a majority of shares present in person or by proxy and entitled to vote.
Abstentions have the same effect as a vote against. Broker non-votes have no effect on the outcome of the vote.
4
Advisory vote to approve the frequency of a stockholder advisory vote on executive compensation
The option of "one year," "two years," or "three years" that receives the affirmative vote of a majority of shares present in person or by proxy and entitled to vote will be deemed to win this non-binding advisory vote.
Abstentions and broker non-votes have no effect on the outcome of the vote.
5



6



7


8


Approval of the General Motors Company 2014 Short-Term Incentive Plan

Approval of the General Motors Company 2014 Long-Term Incentive Plan

Stockholder proposal regarding cumulative voting

Stockholder proposal regarding independent board chairman
The affirmative vote of a majority of shares present in person or by proxy and entitled to vote.
Abstentions have the same effect as a vote against. Broker non-votes have no effect on the outcome of the vote.
What constitutes a quorum at the annual meeting?
The presence of the holders of a majority of the outstanding shares of our Common Stock, in person or by proxy, will constitute a quorum for transacting business at the annual meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the meeting.
How can I attend the annual meeting?
We welcome you to attend the annual meeting. To attend the meeting, you must be a holder of our Common Stock as of the record date of April 11, 2014 and request an admission ticket in advance by following the instructions below.
If your shares are owned directly in your name in an account with Computershare, GM’s stock transfer agent, you must provide your name and address as shown on your account or voting materials with your admission ticket request. If you hold your shares in an account with a broker, bank, or other nominee, you must include proof of your stock ownership such as a copy of the portion of your Notice or voting instruction form

 
7
  2014 PROXY STATEMENT


that shows your name and address, or a letter from your broker, bank, or other nominee confirming your stock ownership as of April 11, 2014. The e-mail notification received with electronic delivery of proxy materials is not sufficient proof of stock ownership.
Please send your annual meeting admission ticket request and proof of stock ownership as described above to GM Stockholder Services by one of the following methods:
E-mail: stockholder.services@gm.com;
Fax: 313-667-1426; or
Mail: GM Stockholder Services, Mail Code 482-C25-A36, P.O. Box 300, Detroit, Michigan 48265-3000.
Because our space is limited, you may only bring one guest to the meeting. If you plan to bring a guest, you will need to provide the name of your guest when making your ticket request. Ticket requests will be processed in the order in which they are received and must be received no later than June 3, 2014. Please include your e-mail address or telephone number in your fax or mail communication in case we need to contact you regarding your ticket request. You will receive your admission ticket(s) by mail. On the day of the meeting, each stockholder must accompany their guest at the meeting entrance. Stockholders and accompanying guests must each have an admission ticket to enter the meeting. Both admission tickets will be issued in the stockholder's name. Along with the admission ticket, each stockholder and accompanying guest will be required to present a form of government-issued photo identification, such as a driver’s license or passport. The admission ticket is not transferable.
Large bags, backpacks and packages, suitcases, briefcases, personal communication devices (e.g., cell phones, smartphones, and tablets), cameras, recording equipment, and other electronic devices will not be permitted in the meeting, and attendees will be subject to security inspections.
Will there be a webcast of the annual meeting?
Yes. Our annual meeting will be audio webcast on Tuesday, June 10, 2014 and may be accessed at www.gm.com/gmannualmeeting. Listening to our annual meeting webcast will not constitute attendance at the meeting, and you will not be able to cast a vote as a listener to the live webcast. For specific instructions on how to vote your shares, please see, “How do I vote without attending the annual meeting?” on page 5.
Can I access proxy materials on the Internet instead of receiving paper copies?
Yes. You may consent to receive your proxy materials and Annual Report by Internet, which will reduce the amount of paper you receive, our future postage and printing expenses, and the impact on the environment. At your request, you will be notified by e-mail when these documents are available electronically through the Internet. If you are a stockholder of record, you may sign up for this service at www.computershare.com/gm. If you are a beneficial stockholder, you should refer to the instructions provided by your broker, bank, or other nominee on how to receive electronic delivery of proxy materials. You may also enroll for electronic delivery when you vote by Internet.
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail?
The U.S. Securities and Exchange Commission (the “SEC”) has adopted a rule that permits companies to furnish proxy materials to stockholders through the Internet. Under this rule, we are mailing a Notice instead of a paper copy of the proxy materials to most of our stockholders. The Notice tells you how to access and review our proxy statement and Annual Report on the Internet and how to vote your shares after you have reviewed the proxy materials. If you would like to receive a paper copy of proxy materials or electronic delivery of materials via e-mail, free of charge, you should follow the instructions for requesting such materials included in the Notice. You will not receive a Notice if you have previously requested to receive proxy materials by electronic means or mailed paper copy.
What is “householding” and how does it affect me?
The SEC permits companies to send a single envelope containing all of the Notices or a single copy of their annual report and proxy statement to any household at which two or more stockholders reside if it appears they are members of the same family. Each stockholder will continue to receive a separate proxy card, voting instruction form, or Notice. The Notice for each stockholder will include the unique control number, which is

 
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needed to vote those shares. This procedure, referred to as householding, is intended to reduce the volume of duplicate information stockholders receive and also to reduce expenses for companies. General Motors has instituted this procedure for its stockholders.
If one set of these documents was sent to your household for the use of all GM stockholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 800-542-1061, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the proxy statement or Annual Report, or wish to receive multiple copies of proxy materials by stating that you do not consent to householding.
How can nominees obtain proxy materials for beneficial owners?
Brokers, banks, and other nominees who want a supply of the Company’s proxy materials to send to beneficial owners should write to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.
What proposals will be submitted at the 2015 annual meeting?
Each year at the annual meeting, the Board of Directors asks stockholders to vote on its nominees for election as directors. In addition, the stockholders ratify or reject the independent registered public accounting firm selected by the Board's Audit Committee. The Board of Directors also may submit other matters for stockholder approval at the annual meeting.
The deadline for stockholders to submit a proposal under Rule 14a-8 of the SEC’s proxy rules for inclusion in the Company’s proxy statement for the 2015 annual meeting is December 26, 2014. Any proposals intended to be included in the proxy statement for the 2015 annual meeting must be received by the Company on or before that date. Please send proposals to the Corporate Secretary at the mailing address, fax number, or e-mail address given below.
How can I obtain the Company’s corporate governance information?
You may download a copy of GM’s corporate governance documents by visiting our website at www.gm.com/investor, under “Corporate Governance.” To request a printed copy of any of these documents, write to the Corporate Secretary at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, Michigan 48265-3000, or at fax number 313-667-1426, or at stockholder.services@gm.com.
How can I obtain a copy of the Company’s 2013 Annual Report on Form 10-K?
You may download a copy of our 2013 Annual Report on Form 10-K by visiting our website at www.gm.com/investor, under “Contacts.” Alternatively, you may request a printed copy by writing to GM Stockholder Services at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, Michigan 48265-3000.
How can I review a list of stockholders entitled to vote at the annual meeting?
A list of stockholders of record entitled to vote at the annual meeting will be available for examination for a purpose that is germane to the meeting at General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan, 48243, for ten business days before the annual meeting between 9:00 a.m. and 5:00 p.m. Eastern Time, and also during the annual meeting.
When will the annual meeting voting results be announced?
We will announce the preliminary voting results at the annual meeting. We will provide final voting results on our website and in a Form 8-K filed with the SEC.

 
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Who pays for this proxy solicitation and how much did it cost?
We will pay our cost for soliciting proxies for the 2014 annual meeting. General Motors will distribute proxy materials and follow-up reminders, if any, by mail and electronic means. We have engaged Morrow & Co., LLC (“Morrow”) at 470 West Avenue, Stamford, Connecticut 06902 to assist with the solicitation of proxies. We will pay Morrow an aggregate fee, including reasonable out-of-pocket expenses, of up to $30,000, depending on the level of services actually provided. Certain GM employees, officers, and directors may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services.
As usual, we will reimburse brokers, banks, and other nominees for their expenses in forwarding proxy materials to beneficial owners.
Item No. 1
Election of Directors
If you sign and return the proxy card or voting instruction form or vote by Internet or telephone, the Proxy Committee will vote your shares for all 12 nominees described in the following section, unless you vote against, or abstain from voting for, one or more such nominees. Each director will serve until the next annual meeting of stockholders and until a successor is elected and qualified, or until his or her earlier resignation, removal, or death. If any of the Board’s nominees for director becomes unavailable to serve before the annual meeting (which we do not anticipate), the Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.
On January 29, 2014, David Bonderman gave notice to the Company that he does not intend to stand for re-election. On March 7, 2014, Cynthia A. Telles gave notice to the Company that she does not intend to stand for re-election. In addition, pursuant to the Board’s retirement age policy, Robert D. Krebs, who is 72 years old, is not standing for re-election. Mr. Bonderman and Mr. Krebs have been members of our Board since July 2009. Dr. Telles has been a member of the Board since April 2010.
GM has received notice pursuant to Section 1.11 of our Bylaws that a stockholder, who owns two shares of our Common Stock, intends to nominate candidates for election to the Board at the 2014 annual meeting. Under Section 2.2(d) of our Bylaws, the Board has determined in its reasonable judgment that this is not considered a contested election. The Board recommends that you vote your shares for the candidates nominated by the Board.
Other than Mary T. Barra and Joseph J. Ashton, all of the directors in the following section were elected to the Board at the 2013 annual meeting. Ms. Barra was elected a director of the Company effective January 15, 2014. While Mr. Ashton is standing for election at the annual meeting, if he is elected his term will begin on August 11, 2014 at which time the size of the Board will increase from 11 to 12 members.
Information about Nominees for Director
Set forth below is information about the nominees, including their names and ages, recent employment or principal occupation, their period of service as a GM director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, and a summary of their specific experience, qualifications, attributes, or skills that led to the conclusion that they are qualified to serve as a director:

The Board of Directors recommends that you vote FOR the election of each of the following nominees.
Joseph J. Ashton (65), Vice President, United Auto Workers
Mr. Ashton has been a Vice President of the International Union, United Automobile, Aerospace and Agricultural Workers of America (the “UAW”) since June 2010. Prior to that time Mr. Ashton served as director of the UAW’s Region 9 (Central New York, New Jersey, and Pennsylvania) from June 2006 and as assistant director of Region 9 from January 2003. He has been a member of the UAW International staff since 1986 and plans to retire after the UAW Constitutional Convention in June 2014. He is active in labor and civic affairs,

 
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including serving as the executive vice president of the Pennsylvania AFL-CIO Executive Council and executive vice president of the New Jersey AFL-CIO. Under the terms of a 2009 stockholders agreement among some of GM’s largest stockholders, Mr. Ashton was designated for nomination to the GM Board by the UAW Retiree Medical Benefits Trust (the "VEBA Trust").
During his career with the UAW Mr. Ashton has played a key role in organizing campaigns and contract negotiations with major manufacturing and technology companies in a variety of industries including vehicle components, defense, aerospace, steel, and marine products. Based on these experiences, he has developed a deep understanding of how labor strategy can affect a company’s financial success, including expertise in areas such as manufacturing processes, pension and health care costs, government relations, employee engagement and training, and plant safety.
Mary T. Barra (52), Chief Executive Officer, General Motors Company
Ms. Barra has been Chief Executive Officer of the Company since January 15, 2014, when she also became a member of our Board of Directors. Prior to becoming CEO, Ms. Barra had been Executive Vice President, Global Product Development, Purchasing & Supply Chain since August 2013. She served as Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Manufacturing Engineering from 2008 to 2009. Ms. Barra also serves on the Board of Directors of General Dynamics Corporation.
Ms. Barra brings to our Board an in-depth knowledge of the Company and the global automotive industry. With more than 33 years at GM and having served in a variety of leadership positions, Ms. Barra has gained substantial strategic planning, operating and business experience and a deep understanding of the Company’s strengths and weaknesses and the challenges that it faces. As CEO of the Company, she shares management’s perspective on the business with the Board and engages with the Board in developing her strategic vision for GM. In her most recent role as the senior leader of global product development, she had responsibility for the design, engineering, program management and quality of GM vehicles around the world, which enables her to provide unique insight to the Board on one of the most critical and complex parts of GM’s business. Ms. Barra’s previous leadership in other key areas of the Company, including global human resources and manufacturing engineering, will allow her to make a significant contribution to our Board. Further, Ms. Barra brings to our Board her experience in serving on the board of directors of another public company.
Erroll B. Davis, Jr. (69), Superintendent, Atlanta Public Schools
Mr. Davis has been a member of our Board of Directors since July 2009. He was also a member of the Board of Directors of General Motors Corporation from 2007 to 2009. Mr. Davis has served as the Superintendent, Atlanta Public Schools since July 2011. He served as Chancellor of the University System of Georgia, the governing and management authority of public higher education in Georgia, from 2006 until his retirement in 2011. From 2000 to 2006, Mr. Davis served as Chairman of Alliant Energy Corporation, and he held the offices of President and Chief Executive Officer from 1998 to 2005. He is a director of Union Pacific Corporation and in the past five years, Mr. Davis also served as a director of BP p.l.c. (1998 to 2010).
In nominating Mr. Davis to serve on our Board of Directors, the Board considered his management and strategic leadership experience as a chief executive officer of one of the largest public school systems in the state of Georgia, a large, diverse public university system and, before that, a complex, highly regulated public utility. Mr. Davis brings to our Board of Directors extensive knowledge in the areas of financial reporting and accounting, compliance and controls, technology, and public policy concerns such as education and environmental issues. In addition, his knowledge and experience in the utility and energy industries brings to the Board valuable insight regarding the infrastructure needed to advance the use and acceptance of electric power and alternative fuels for our low-emission vehicles. Further, Mr. Davis’ experience on the boards of directors of other public companies provides exposure to diverse industries with unique challenges enabling him to make significant contributions to our Board, particularly in the areas of audit and public policy.
Stephen J. Girsky (51), Senior Advisor, General Motors Company
Mr. Girsky has been a member of our Board of Directors since July 2009. Mr. Girsky has been Senior Advisor to the Company since January 15, 2014. Prior to that, he served as GM Vice Chairman from March 2010 to January 2014, during which time he held overall responsibility for global corporate strategy, new business development, global product planning and program management, global purchasing and supply chain,

 
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global connected customer/OnStar, GM Ventures LLC, and global research and development. He was also Interim President of Europe from July 2012 to February 2013. Mr. Girsky served as Senior Advisor to the Office of the Chairman at GM from December 2009 to February 2010. He was President of S. J. Girsky & Company, an advisory firm, from January 2009 to March 2010. He served as President of Centerbridge Industrial Partners, LLC (“Centerbridge”), an affiliate of Centerbridge Partners, L.P., a private investment firm from 2006 to 2009. From November 2008 to June 2009, Mr. Girsky provided advisory services to the UAW. Prior to joining Centerbridge, Mr. Girsky was a special advisor to the Chief Executive Officer and the Chief Financial Officer of General Motors Corporation from 2005 to 2006. From 1995 to 2005, he served as Managing Director at Morgan Stanley and a Senior Analyst of the Morgan Stanley Global Automotive and Auto Parts Research Team. In the past five years, Mr. Girsky also served as lead director of Dana Holding Corporation (2008 to 2009).
Having served as GM Vice Chairman with responsibility for several key areas of the business, including Interim President of GM’s European operations, Mr. Girsky has an in-depth knowledge of the Company. In total, he brings more than 25 years of experience in the automotive industry, both as a participant and knowledgeable observer, which provides our Board of Directors with unique insight into the Company’s challenges, operations, and strategic opportunities as well as a deep understanding of the automotive business and its key participants. In addition, Mr. Girsky’s experience as an auto analyst and president of a private equity firm brings to our Board of Directors significant expertise in finance, market and risk analysis, and
business restructuring and development.
E. Neville Isdell (70), Retired Chairman and Chief Executive Officer, The Coca-Cola Company
Mr. Isdell has been a member of our Board of Directors since July 2009. He was also a member of the Board of Directors of General Motors Corporation from 2008 to 2009. Mr. Isdell served as Chairman of The Coca-Cola Company (“Coca-Cola”) from 2004 to 2009 and Chief Executive Officer from 2004 to 2008. Previously, he was an International Consultant to Coca-Cola and headed his investment company, Collines Investments from 2002 to 2004; Chief Executive Officer of Coca-Cola Hellenic Bottling Company (“HBC”) from 2000 to May 2001; Vice Chairman of HBC from May 2001 to December 2001; and Chairman and Chief Executive Officer of Coca-Cola Beverages plc from 1998 to September 2000. Mr. Isdell is Chairman of the World Wildlife Fund and Co-Chairman and Chairman of the Board of Trustees of the Investment Climate Facility for Africa.
When considering Mr. Isdell as a nominee to serve on our Board of Directors, the Board recognized his success as a chief executive officer of an iconic American corporation that promotes one of the most widely recognized consumer brands in the world in a continually growing global market. Through his broad range of roles with Coca-Cola, Mr. Isdell gained significant expertise in global brand management, corporate strategy, and business development, which allows him to add significant value to our Board in areas that are key to the Company’s success. In addition, his previous and current board positions in non-profit organizations involved with community development, environmental issues, and human rights have developed his broad perspective on social and public policy issues of interest to the Board.
Kathryn V. Marinello (57), Senior Advisor, Ares Management LLC
Ms. Marinello has been a member of our Board of Directors since July 2009. She was also a member of the Board of Directors of General Motors Corporation from 2007 to 2009. In March 2014, Ms. Marinello rejoined Ares Management LLC ("Ares"), a global asset manager, as Senior Advisor. She had been Chairman and Chief Executive Officer of Stream Global Services, Inc., a global business process outsource service provider specializing in customer relationship management for Fortune 1,000 companies, since August 2010. Ms. Marinello served as senior advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010; and President and Chief Executive Officer from 2006 to 2007. Prior to joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), and served in a variety of senior roles, including President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006. Ms. Marinello is a director of AB Volvo.
Ms. Marinello’s experience at large, complex service companies in various industries enables her to bring a varied perspective to our Board. As Chairman and CEO of Stream Global Services, Inc., she was

 
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focused on using information technology to enhance customer service, areas that are key to our success. At Ceridian, she led a business service company providing integrated human resource systems, involving a wide range of issues including audit and financial reporting, compliance and controls, and mergers and acquisitions. As the former President and CEO of GE Fleet Services, Ms. Marinello has significant experience with vehicle fleet sales and financing and dealer relations, and ensures that our Board of Directors considers the customer perspective in its decision making. Moreover, at GE Capital, and in her prior roles at Chemical Bank,
Citibank, and First Bank Systems, Inc., Ms. Marinello operated large consumer financial services divisions, which included auto lending, auto warranty, telematics, and auto insurance companies, further broadening her contribution to our Board.
Admiral Michael G. Mullen USN (ret.) (67), Retired Chairman, Joint Chiefs of Staff
Admiral Mullen has been a member of our Board of Directors since February 2013. Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from October 2007 until his retirement in 2011. Previously, Admiral Mullen served as the 28th Chief of Naval Operations (“CNO”) from July 2005 to 2007. CNO was one of four different four-star assignments Admiral Mullen held, which also included Commander, U.S. Naval Forces Europe and Commander, Allied Joint Force Command, and the 32nd Vice Chief of Naval Operations. Since 2012, Admiral Mullen has served as President of MGM Consulting LLC and is the Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University. Admiral Mullen also serves on the board of directors of Sprint Corporation.
Admiral Mullen brings to our Board extensive senior leadership experience gained over his 43-year career in the U.S. military. As Chairman of the Joint Chiefs of Staff, the highest ranking officer in the U.S. military, Admiral Mullen led the armed forces during a critical period of transition, overseeing two active war zones. Admiral Mullen’s involvement in key aspects of U.S. diplomacy, including forging vital relationships with diverse countries around the world, brings valuable insight to our Board as we work to restructure GM’s operations in Europe and expand our operations in Brazil, Russia, India, and China. In addition to strong global relationships, Admiral Mullen has deep experience in leading change in complex organizations, executive development and succession planning, diversity implementation, crisis management, strategic planning, budget policy, risk management, and technical innovation, which are important to the oversight of GM’s business and
will allow him to make a significant contribution to our Board.
James J. Mulva (67), Retired Chairman and Chief Executive Officer, ConocoPhillips
Mr. Mulva has been a member of our Board of Directors since June 2012. Mr. Mulva served as Chairman and Chief Executive Officer of ConocoPhillips, an international integrated oil and gas company, from 2004 until his retirement in 2012; Chairman, President and Chief Executive Officer from 2004 to 2008; and President and Chief Executive Officer from 2002 to 2004. Mr. Mulva is a director of General Electric Company and Statoil ASA, a Norwegian oil and gas company.
Mr. Mulva brings to our Board of Directors 39 years of experience in the energy industry, first at Phillips Petroleum Company (“Phillips”) and, since 2002, as Chief Executive Officer of ConocoPhillips. Prior to overseeing the merger of Conoco and Phillips, Mr. Mulva served as Chairman and Chief Executive Officer of Phillips, where he held various domestic and international senior management positions in finance, including Executive Vice President and Chief Financial Officer. As Chief Executive Officer of Phillips and later ConocoPhillips, Mr. Mulva oversaw mergers and acquisitions, business restructurings, and negotiated joint ventures, positioning the company to compete in an increasingly challenging and highly competitive
industry. Prior to his retirement from ConocoPhillips, Mr. Mulva oversaw the strategic repositioning of the company to split its fuel production and refining businesses. Mr. Mulva’s expertise in the energy industry provides valuable insight to our Board in developing GM’s long-term energy diversity strategy, as does his in-depth background in finance. Mr. Mulva also brings to our Board his experience in serving as a director of other large, complex companies.
Patricia F. Russo (61), Retired Chief Executive Officer, Alcatel-Lucent
Ms. Russo has been a member of our Board of Directors since July 2009 and served as Lead Director of our Board from March 2010 to January 2014. She served as Chief Executive Officer of Alcatel-Lucent from 2006 to 2008. Prior to the merger of Alcatel and Lucent in 2006, she served as Chairman and Chief Executive Officer of Lucent Technologies, Inc. (“Lucent”) from February 2003 to 2006; and President and Chief

 
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Executive Officer from 2002 to 2003. Ms. Russo is currently a director of Alcoa Inc., Hewlett-Packard Company, KKR Management LLC (the managing partner of KKR & Co. L.P.), and Merck & Co. Inc (“Merck”). Ms. Russo also served as a director of Schering-Plough Corporation from 1995 to its merger with Merck in 2009.
As the chief executive officer of highly technical, complex companies, Ms. Russo demonstrated leadership that strongly supported her nomination to our Board of Directors. In that capacity she dealt with a wide range of issues including mergers and acquisitions and business restructuring as she led Lucent’s recovery through a severe industry downturn and later a merger with Alcatel, a French company. In addition, she brings to the Board extensive global experience in corporate strategy, finance, sales and marketing, technology, and leadership development. Ms. Russo also brings extensive expertise in corporate governance and executive compensation as a member of the board and board committees of other public companies.
Thomas M. Schoewe (61), Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.
Mr. Schoewe has been a member of our Board of Directors since 2011. Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, Mr. Schoewe worked for Black & Decker Corporation from 1986 to 1999, most recently serving as Senior Vice President and Chief Financial Officer. Mr. Schoewe is a director of KKR Management LLC and Northrop Grumman Corporation. In the past five years, he also served as a director of PulteGroup, Inc. (2009 to 2012) and Centex Corporation from 2001 to its 2009 merger with Pulte Homes, Inc.
With extensive experience in finance, including serving as the chief financial officer of large multi-national, consumer-facing companies, Mr. Schoewe brings financial expertise, corporate leadership, and operational experience to our Board of Directors. His extensive experience as a senior leader in corporate finance has provided him with key skills, including financial reporting, accounting and control, business planning and analysis, and risk management that are valuable to the oversight of our business. Mr. Schoewe also brings to our Board his experience at Wal-Mart and Black & Decker with large-scale, transformational information technology (“IT”) implementations, which provides valuable insight as we continue to restructure our IT operations. Further, Mr. Schoewe’s previous and current board positions at public companies involved with home building, security, and investments provides exposure to diverse industries with unique challenges enabling him to make a significant contribution to our Board.
Theodore M. Solso (67), Retired Chairman and Chief Executive Officer, Cummins, Inc. and Chairman, General Motors Company
Mr. Solso has been the Non-Executive Chairman of our Board of Directors since January 15, 2014 and a member of our Board since June 2012. Mr. Solso served as Chairman and Chief Executive Officer of Cummins, Inc. (“Cummins”), a global manufacturer of diesel and natural gas engines and engine-related component products, from 2000 until his retirement in 2011. He is a director of Ball Corporation, a manufacturer of metal packing products and aerospace systems and technologies. In the past five years, Mr. Solso also served as a director of Ashland Inc. (1999 to 2012).
Mr. Solso gained significant senior management experience during his 40-year career at Cummins, which culminated in his role as Chairman and Chief Executive Officer. He brings to our Board of Directors his experience and insight into the complexities of managing a major global organization. Mr. Solso led Cummins through strong financial performance and stockholder returns, international growth, business restructuring, and leadership in emissions reduction technology and related environmental activities, corporate responsibility, diversity, and human rights issues. His extensive experience in manufacturing and engineering of diesel engines and compliance with challenging emissions laws and regulations allows him to contribute significantly to our Board regarding GM’s global product development strategies. His recent experience in serving as U.S.
Chairman of the U.S. - Brazil CEO Forum provides valuable insight to advance the business priorities of our operations in Brazil. In addition to his deep understanding of global markets and business operations and corporate responsibility, Mr. Solso brings to our Board his experience as a director of other public companies, particularly in the areas of finance, accounting, risk oversight, and corporate governance.


 
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Carol M. Stephenson (63), Retired Dean, Ivey Business School, The University of Western Ontario
Ms. Stephenson has been a member of our Board of Directors since July 2009. She served as Dean of the Ivey Business School at The University of Western Ontario (“Ivey”) from 2003 until her retirement in September 2013. Prior to joining Ivey, Ms. Stephenson served as President and Chief Executive Officer, Lucent Technologies Canada from 1999 to 2003. Ms. Stephenson is a director of Ballard Power Systems, Inc., a manufacturer of fuel cell products, Intact Financial Corporation (formerly ING Canada), an insurance provider in Canada, and Manitoba Telecom Services Inc., a communications provider in Canada. She was a member of the Advisory Board of General Motors of Canada, Limited (“GM Canada”), a GM subsidiary, from 2005 to 2009. Ms. Stephenson was invested as an Officer into the Order of Canada in 2009.
Ms. Stephenson’s experience as Dean of Ivey and President and Chief Executive Officer of Lucent Technologies Canada provides our Board of Directors with diverse perspectives and progressive management expertise in marketing, operations, strategic planning, technology development, and financial management. Her experience on the boards of several top Canadian companies provides our Board of Directors with her broad perspective on successful management strategies and insight on matters affecting the business interest of GM and GM Canada. Ms. Stephenson also brings to our Board her experience in serving on the compensation and governance committees of other public companies.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our Board is committed to having a sound governance structure that promotes the best interests of our stockholders. To that end, the Board maintains its Corporate Governance Guidelines and other policies that it believes enable it to most effectively discharge its responsibility to provide oversight and direction to the conduct of the Company’s business. The Board’s Corporate Governance Guidelines and related policies cover among other things:
Board membership criteria and the process for the selection of new directors;
Majority voting for directors and the related requirement that each incumbent director, when nominated for re-election, submit a written irrevocable resignation that would become effective if the Board accepts that resignation following an uncontested election in which the director fails to receive a majority of the votes cast, excluding abstentions;
Orientation for new directors and continuing education for all directors;
Requirement that at least two-thirds of the Board be independent;
Limitation on the number of outside board memberships that can be held by any director;
Mandatory retirement for directors at age 72;
Prohibition against personal loans from the Company or its subsidiaries to directors and executive officers that would violate the Sarbanes-Oxley Act of 2002;
Requirement that non-management directors own stock and/or deferred share units, which must be retained until after retirement or otherwise leaving the Board;
Requirements for executive sessions of the Board attended by non-management and independent directors;
Role and responsibilities of the Chairman of the Board and Lead Director, if the Chairman is not independent;
Access by the Board and each of its Committees to independent advisors at the Company’s expense;
Annual self-evaluations of the Board and each of its Committees by all directors;
Directors’ obligations to comply with the Company’s policies regarding ethics and conflicts of interest;
Confidentiality of Board materials, deliberations, and actions;
Directors’ unrestricted access to management;

 
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Annual evaluation of the CEO by the Board; and
Board responsibility for overseeing succession planning for management.
The Directors and Corporate Governance Committee (the “Governance Committee”) regularly considers information concerning the Board’s Corporate Governance Guidelines and periodically recommends to our Board the adoption of amendments in response to changing regulatory requirements, evolving best practices, and the perspectives of our stockholders. To obtain a copy of our Corporate Governance Guidelines, see “How can I obtain the Company’s corporate governance information?” on page 9.
Board Leadership Structure
Our Bylaws and Corporate Governance Guidelines provide the Board with flexibility to select the appropriate leadership structure for the Company, and the Board periodically considers whether the offices of Chairman and Chief Executive Officer should be combined or separate and whether an executive or independent director should be Chairman. The Board strongly believes that when making these determinations it should not be constrained by a policy that could deprive the Board of its ability to select the most qualified and appropriate individual to lead the Board as Chairman at any particular point in time. In making leadership structure determinations, the Board considers many factors to determine what is in the best interests of the Company’s stockholders, including the qualifications of individual directors and the specific needs of the business. At certain points in the Company’s history, the Chairman and CEO roles have been held by the same person, and at other times, the roles have been held by different individuals. Since July 2009, the Company has had a joint Chairman and CEO two times, and a separate Chairman and CEO three times, including two independent, non-executive Chairmen. In each instance, the decision on whether to combine or separate the roles was made in the best interests of the Company’s stockholders, based on the circumstances at the time. While the Board has no fixed policy with respect to combining or separating the roles of Chairman and CEO, our Bylaws provide that if the Chairman is not an independent director, the independent directors will elect a Lead Director from among the independent directors serving on the Board, whose authority is described below.
In planning for Daniel F. Akerson to step down as Chairman and CEO in January 2014, our Board reconsidered its leadership structure, which consisted of a combined Chairman and CEO and an independent director serving as Lead Director. Currently, Theodore M. Solso serves as our independent, non-executive Chairman, and Mary T. Barra is CEO. Our Board chose to designate an independent, non-executive Chairman to allow Ms. Barra as the new CEO to focus on leading the Company’s business, while working closely with Mr. Solso, who can draw on his experience as chairman of a major company to deal with outside constituencies such as the financial markets and institutional stockholders. Given the dynamic and competitive environment in which GM operates, our Board may reconsider its leadership structure from time to time based on changes in our circumstances and in the members of the Board.
When the Board chooses a Chairman who is not independent, a majority of the independent directors annually elect a Lead Director, upon the recommendation of the Governance Committee. During 2013, Patricia F. Russo served as our Lead Director. Under the Board’s Corporate Governance Guidelines, the Lead Director has duties assigned by the Board which include:
Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of non-management directors, and advising the Chairman of any actions taken;
Calling executive sessions of the non-management and independent directors;
Developing agendas for executive sessions of the Board in consultation with the Chairman and other Board members;
Leading the non-management directors in the annual evaluation of the performance of the CEO and communicating that evaluation to him or her;
Approving Board meeting agendas and related materials recommended by the Chairman;
Approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;
Serving as liaison between non-management directors and the Chairman, as necessary; and
Being available, if requested by major stockholders, for consultation and communication.

 
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Board’s Role in Risk Oversight
One of the essential functions of our Board is oversight of management, directly and through its various Committees. Identifying and managing the risks we face is an important component of management’s responsibilities. Risks are considered in virtually every business decision and as part of the Company’s business strategy. We recognize that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve our strategic objectives.
Our Board has overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. Our Board implements its risk oversight function both as a whole and through delegation to Board Committees. The Board receives regular reports from our management on particular risks within the Company, through review of the Company’s strategic plan, and through regular communication with its Committees. The Board Committees, which meet regularly and report back to the full Board, play a significant role in overseeing the Company’s management of risks within their areas of responsibility. In general, individual Committees oversee the following risks:
The Audit Committee oversees risks associated with financial and accounting matters and the Company’s financial reporting and disclosure process. It also reviews the Company’s policies for risk assessment and risk management, including our major financial and accounting risk exposures and actions taken to mitigate these risks as well as reviewing management’s assessment of legal and regulatory risks identified in the Company’s compliance programs;
The Executive Compensation Committee (the “Compensation Committee”) ensures that GM’s executive compensation programs are designed to provide incentives that are consistent with the interests of GM’s stockholders but do not encourage senior executives to take excessive risks that threaten the value of the Company. It also considers risks related to executive recruitment, development, retention, and succession planning;
The Governance Committee oversees risks that may arise in connection with the Company’s governance structure and processes, including Board structure and composition, director independence, and related party transactions;
The Finance Committee oversees risks associated with general economic conditions, financial instruments, financial policies and strategies, capital structure, and pension funding; and
The Public Policy Committee oversees risks that may arise in connection with global political, social, and public policy issues that may affect the Company’s business operations, profitability, or reputation.
Our General Auditor and Chief Risk Officer is responsible for coordinating the Company’s risk management activities, including reporting to both the Board’s Audit Committee and to senior management on the risk assessment and mitigation strategies for the top risks the Company has identified. Oversight of these top Company risks has been assigned to the functional or regional leaders who are in the best position to develop risk management strategies and to report progress to the Board and senior management. Our General Auditor and Chief Risk Officer also supports the process of identifying emerging risks to the Company and stress testing key risk scenarios.
While the Board is ultimately responsible for risk oversight, our management is responsible for day-to-day risk management processes. We believe that this division of responsibilities is the most effective risk management approach and that our Board leadership structure supports this approach.
Selection of Nominees for Election to the Board
The Board makes nominations for the election of directors pursuant to the recommendations of the Governance Committee. Any stockholder entitled to vote for the election of directors may make a nomination by complying with the requirements of applicable law and section 1.11 of our Bylaws.
The Governance Committee annually reviews with the Board the appropriate skills and characteristics required of Board nominees, considering current Board composition and Company circumstances. The Governance Committee is responsible for identifying potential candidates for Board membership and making its recommendations to the full Board. To assist in the identification and evaluation of qualified director

 
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  2014 PROXY STATEMENT


candidates, the Governance Committee from time to time engages search firms that specialize in providing services for the identification and evaluation of candidates for election to corporate boards.
The selection of qualified directors is complex and crucial to our long-term success. The Governance Committee and the Board establish different priorities for recruiting new Board members from time to time depending on the Company’s needs and the current make-up of the Board. In every case, however, candidates for election to the Board must be able to make a significant contribution to the Board’s discussion and decision making concerning the broad array of complex issues facing the Company. Recent recruiting efforts have been focused on identifying active CEOs with global organizations. Potential candidates who satisfy our priorities are further evaluated based upon criteria that include:
Their demonstrated global business and social perspective, personal integrity, and sound judgment;
Expertise and experience gained in government and non-profit organizations that would complement or expand that of the current directors;
Their demonstrated commitment to the highest ethical standards and values of the Company;
Their ability to take into account and balance the legitimate interests and concerns of all our stockholders and other stakeholders effectively, consistently, and appropriately in reaching decisions; and
Their ability and willingness to give sufficient time and attention to preparing for and participating fully in Board activities, including enhancing their knowledge of our Company and the global automotive industry.
In assessing potential candidates the Governance Committee seeks to consider individuals with a broad range of business experience and backgrounds. While GM does not have a formal policy governing diversity among members of the Board, we are striving to add directors with diverse backgrounds in recognition of the value of overall diversity, considering members’ opinions, perspectives, personal and professional experiences, and backgrounds, such as gender, race, ethnicity, or country of origin. We believe that the judgment and perspectives offered from deliberations of a diverse board of directors improve the quality of their decision making and enhance the Company’s business performance by enabling it to respond more effectively to the needs of customers, employees, suppliers, stockholders, and other stakeholders worldwide.
The Governance Committee is also responsible for recommending nominees to the Board annually. In determining whether to recommend a director for re-election, the Governance Committee considers a number of factors, including the director’s history of attendance and participation in meetings, other contributions to the activities of the Board, and the results of Board self-evaluations. The Corporate Governance Guidelines state that it is preferable for the CEO and other senior executives not to serve on the Board after retiring. Mr. Girsky has been a member of the Board since July 2009 and was a senior executive of the Company from December 2009 through January 2014. In deciding to recommend him for re-election at the annual meeting, the Governance Committee recognized his service in joining management at a crucial time to provide leadership through several transitions, as well as the value of providing continuity in the membership of the Board in light of the number of directors leaving the Board in the first half of 2014.
The Governance Committee will consider persons recommended by stockholders for election to the Board. To recommend an individual for Board membership, write to the Corporate Secretary of our Company at the mailing address, fax number, or e-mail address provided on page 9 in “How can I obtain the Company’s corporate governance information?” Using the same criteria for candidates proposed by stockholders and by members of the Board, the Governance Committee will review the qualifications and background of each recommended candidate in light of the selection criteria listed above and will then communicate its decision to the candidate or the person who made the recommendation.
If you intend to nominate a candidate for director at the annual meeting or to introduce any other matter (aside from a stockholder proposal under Rule 14a-8 of the SEC’s proxy rules, which is discussed on page 9), you must give us written notice as required in Section 1.11 of our Bylaws. The Corporate Secretary must receive such notice at the mailing address, fax number, or e-mail address provided in “How can I obtain the Company’s corporate governance information?” on page 9, not more than 180 days and not less than 120 days before the date of the annual meeting. For the 2015 annual meeting, your notice must be received between December 11, 2014 and February 9, 2015.

 
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  2014 PROXY STATEMENT


Board Meetings and Attendance
In 2013, our Board held a total of ten meetings, and average attendance at Board and Committee meetings was 93 percent. Each director standing for re-election attended more than 75 percent of the total meetings of the Board and Committees on which he or she served during 2013. Directors are expected to attend our annual meeting of stockholders, which is held in conjunction with a regularly scheduled Board meeting. All of GM’s directors attended the 2013 annual meeting of stockholders.
Size of the Board
The Board of Directors is currently composed of 14 members. The Board of Directors sets the number of directors from time to time by resolution adopted by a majority of the Board. The Governance Committee reassesses the Board’s size at least annually to determine if a larger or smaller group would be more effective. If any nominee is unable to serve as a director or if any director leaves the Board between annual meetings of stockholders, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy.
Voting Standards for the Election of Directors
Section 2.2 of GM’s Bylaws and our Corporate Governance Guidelines provide that in uncontested elections directors are elected by a majority of the votes cast. In contested elections, the plurality voting standard applies so that the Board vacancies are filled by the nominees who receive the most votes, regardless of whether they receive a majority of votes cast. An election is considered “contested” if we receive proper notice pursuant to Section 1.11 of our Bylaws that a stockholder intends to nominate a candidate for the election, so that the number of candidates would be greater than the number of directors to be elected, unless the Board determines in its reasonable judgment that the stockholder’s nominee or nominees are likely to receive less than 0.01 percent of the votes cast.
Our Bylaws and Corporate Governance Guidelines further provide that before any incumbent director may be nominated by the Board for re-election to the Board, he or she must submit a written irrevocable resignation, which would become effective if: (1) the director does not receive more than 50 percent of the votes cast in an uncontested election and (2) the Board accepts that resignation in accordance with policies and procedures adopted by the Board for such purposes.
Within 90 days after receipt of the certified final vote for an uncontested election of directors in which one or more incumbent directors did not receive a majority of the votes cast, the Governance Committee will consider his or her tendered resignation in light of the best interests of GM and its stockholders and make a recommendation to the Board whether to accept or reject the resignation, and whether a different individual should be chosen to serve as a director in place of the unsuccessful incumbent. The Committee in making its recommendation and the Board in determining whether to accept the Committee’s recommendation may consider any factors they determine appropriate and relevant to the best interests of GM and its stockholders. In any event, however, the Board will accept the resignation of an unsuccessful incumbent unless there is a compelling reason to reject the resignation. Using this standard, a resignation might be rejected, for example, if:
The stated or apparent reasons for the votes against the director could be better addressed or resolved in a different way; or
The resignation of the director would: (1) eliminate an Audit Committee financial expert; (2) cause the Board to have less than a majority of independent directors; (3) cause GM to fail to satisfy the listing requirements of the NYSE; (4) result in a default or breach under any loan covenants; or (5) trigger a significant payment under an executive employment contract or other contract.
While the Governance Committee is considering whether to recommend that the Board accept a director’s resignation under the circumstances described above and the Board itself is deliberating and acting upon the Committee’s recommendation, the Board expects an unsuccessful incumbent to recuse himself or herself voluntarily from participation in those discussions and decisions, except in limited circumstances.
Within four business days after the Board accepts or rejects the resignation following the process described above, we will file a report with the SEC on Form 8-K setting forth the decision and explaining the Board’s rationale for its decision.

 
19
  2014 PROXY STATEMENT


If all incumbent directors who are Board nominees fail to receive a vote of at least 50 percent of the votes cast in an uncontested election of directors, the incumbent Board will nominate a new slate of directors and within 180 days after the certification of the stockholder vote will hold a special meeting to elect a Board of Directors. In such circumstances, the incumbent Board will continue to serve until new directors are elected and qualified.
Director Independence
Pursuant to our Bylaws and the terms of the Stockholders Agreement described on page 28, at least two-thirds of our directors must be independent within the meaning of Rule 303A.02 of the NYSE Listed Company Manual, as determined by our Board of Directors.
The Governance Committee assesses the independence of each director and makes recommendations to the Board as to each director’s independence both by using the quantitative criteria in the Board’s Corporate Governance Guidelines and by determining whether the director is free from any qualitative relationship that would interfere with the exercise of independent judgment.
Section 2.10 of our Bylaws incorporates, by reference, the independence criteria of the NYSE, and the Board’s Corporate Governance Guidelines set forth our standards for director independence, which are based on all the applicable SEC and NYSE requirements. The Board’s Corporate Governance Guidelines provide that an independent director must satisfy all of the following criteria:
During the past three years, we have not employed the director, and have not employed (except in a non-executive capacity) any of his or her immediate family members;
During any twelve-month period within the last three years, the director has not received more than $120,000 in direct compensation from us other than director fees or other forms of deferred compensation. No immediate family members of the director have received any compensation other than for employment in a non-executive capacity;
Neither the director nor any immediate family member is a current partner of a firm that is our internal or external auditor; the director is not an employee of such a firm; the director does not have an immediate family member who is a current employee of such a firm and personally works on our audit; and neither the director nor any immediate family member was a partner or employee of such a firm and personally worked on our audit within the last three years;
During the past three years, neither the director nor any immediate family member has been part of an “interlocking directorate” in which one of our executive officers serves on the compensation committee (or its equivalent) of another company that employs the director; and
During the past three years, neither the director nor any immediate family member has been employed (except, in the case of family members, in a capacity other than as an executive officer) by one of our significant suppliers or customers or any affiliate of such supplier or customer. For the purposes of this standard, a supplier or customer is considered significant if its sales to, or purchases from, us represent the greater of $1 million or two percent of our or the supplier’s or customer’s consolidated gross revenues.
In addition to satisfying all of the foregoing requirements, a director or director nominee would not be considered independent if he or she has, in the judgment of the Board, any other “material” relationship with the Company, other than serving as a director that would interfere with the exercise of his or her independent judgment.
Members of the Audit Committee will not be considered independent if they receive, directly or indirectly, any compensation from the Company other than their compensation for service as directors, or be an “affiliated person” of the Company or subsidiary thereof, as such term is defined under Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. In determining the independence of members of the Compensation Committee, the Board must consider all factors specifically relevant to determining whether they have a relationship to the Company that is material to their ability to be independent from management in connection with the duties of a compensation committee member, including their source of compensation, any consulting, advisory or other compensatory fee paid by the Company to them; and whether they are affiliated with the Company or any subsidiary.

 
20
  2014 PROXY STATEMENT


Consistent with the standards described above, the Board has reviewed all relationships between the Company and each director or director nominee, considering quantitative and qualitative criteria, and affirmatively has determined that all of the directors other than Ms. Barra and Mr. Girsky, a former executive officer of the Company, are independent according to the definition in the Board’s Corporate Governance Guidelines. The Board has also determined that if Mr. Ashton is elected to the Board, he will not be considered independent in view of his long-term affiliation with the UAW and the significant relationship between the Company and the UAW.
In recommending to the Board that each non-employee director be found independent, the Governance Committee also considered whether there were any other facts or circumstances that might impair a director’s independence. In particular, the Governance Committee evaluated charitable contributions that GM (including the GM Foundation) has made to non-profit organizations with which our directors are or have been associated. None of these transactions was material. The Governance Committee also considered that GM in the ordinary course of business, during the last three years, has sold fleet vehicles to and purchased products and services from companies at which some of our directors serve as non-employee directors and confirmed the absence of any material relationship. In each case, these transactions were in the ordinary course of business for GM and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers.
Our Bylaws and Corporate Governance Guidelines are available on our website at www.gm.com/investor, under “Corporate Governance.”
Executive Sessions
Under the Board’s Corporate Governance Guidelines, the non-management directors generally have an opportunity to meet in executive session without management present as part of each regularly scheduled Board meeting. If any non-management directors are not independent, then the independent directors schedule an executive session of independent directors at least once per year. Executive sessions are currently chaired by the non-executive Chairman of the Board, Mr. Solso. In 2013 and January 2014, executive sessions were chaired by the Board’s Lead Director at the time, Ms. Russo. During these sessions, the non-management directors review CEO performance, compensation, and succession planning; future Board agendas and flow of information to directors; the Board’s corporate governance matters; and any other matters of importance to the Company or other issues raised by the non-management directors. The non-management directors of the Board met in executive session five times in 2013, including more than one time with only independent directors present.
Stockholder Communication with the Board
Stockholders and other interested parties may contact our Board as a whole, or the non-management directors as a group, any Board Committee, or the Chairman of the Board by using contact information provided on our website at www.gm.com/investor, under “Corporate Governance.”
Code of Ethics
We have adopted a code of ethics that applies to our directors, officers, and employees, including the CEO, the Executive Vice President and Chief Financial Officer, the Vice President, Controller and Chief Accounting Officer, and any other persons performing similar functions. GM’s code of ethics, “Winning With Integrity: Our Value and Guidelines for Employee Conduct,” is posted on our website at www.gm.com/investor, under “Corporate Governance.”
Confidentiality
Directors, like all employees, are required to maintain the confidentiality of information entrusted to them by us or any other confidential information about GM that they receive from any source in their capacity as a director, except when disclosure is legally required or specifically authorized by our Board. Directors are expected to take all appropriate steps to minimize the risk of disclosure of confidential communications coming to them from us as well as confidential discussions and decisions by or among directors and by or among the directors and management. All discussions that occur at meetings of the Board or a Board Committee are deemed confidential, except to the extent that disclosure may be legally required. Directors may not use confidential information for their benefit or for the benefit of persons or entities outside the Company or in violation of any law or regulation including insider trading laws and regulations. Directors are subject to these

 
21
  2014 PROXY STATEMENT


obligations with regard to confidential information during and after their service on the Board. For purposes of this policy, “confidential information” is all non-public information relating to GM including, but not limited to, information that could be useful to competitors or otherwise harmful to our interests or objectives, if disclosed.
Director Orientation and Continuing Education
All new directors must participate in the Company’s director orientation program, which is generally conducted promptly after the meeting at which a new director is elected. The Governance Committee oversees an orientation process developed by management to familiarize new directors with the Company’s business and strategic plans, significant financial matters, core values, including ethics, compliance programs, corporate governance practices, and other key policies and practices through a review of background material and meetings with senior management. It is the responsibility of the Governance Committee to advise directors about their continuing education on subjects that would assist them in discharging their duties. For example, Board members are encouraged to visit GM facilities, dealers, and auto shows to enhance their understanding of the Company and its competitors in the auto industry. All directors are encouraged to attend, at our expense, director continuing education programs sponsored by educational and other institutions.
Access to Outside Advisors
The Board as well as each Board Committee can retain the services of outside advisors at our expense.
Committees of the Board of Directors
Our Board of Directors has five standing Committees: Audit, Directors and Corporate Governance, Executive Compensation, Finance, and Public Policy. Our Board has adopted a written charter for each of our standing Committees, which may be found on our website at www.gm.com/investor, under “Corporate Governance.” See “How can I obtain the Company’s corporate governance information?” on page 9 for information about obtaining a printed copy of each charter. Our Board may also establish from time to time any other committees that it deems necessary or desirable. Each member of the Audit, Governance, and Compensation Committees has been determined by the Board to be independent for purposes of the NYSE Corporate Governance listing standards. The composition of each Committee also complies with the listing requirements and other rules of the Toronto Stock Exchange. The following table shows for each of our standing Committees the current membership and the number of meetings held in 2013.
Standing Committee Membership
Director
Audit
Directors and
Corporate
Governance
Executive
Compensation
Finance
Public Policy
David Bonderman (1)
 
 
X
X
 
Erroll B. Davis, Jr.
X
 
 
 
Chair
Stephen J. Girsky
 
 
 
X
X
E. Neville Isdell
 
X
Chair
 
 
Robert D. Krebs (2)
X
X
 
Chair
 
Kathryn V. Marinello
X
 
 
 
X
Michael G. Mullen
X
 
 
 
X
James J. Mulva
 
 
X
X
X
Patricia F. Russo
 
Chair
X
X
 
Thomas M. Schoewe
Chair
 
 
X
 
Theodore M. Solso (3)
X
X
X
 
 
Carol M. Stephenson
 
X
X
 
 
Cynthia A. Telles (1)
 
 
 
X
X
Number of Meetings in 2013
8
5
6
5
5
(1)
Not standing for re-election to the Board at the 2014 annual meeting.
(2)
Retiring from the Board effective as of the 2014 annual meeting, pursuant to the Board’s retirement age policy.

 
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  2014 PROXY STATEMENT


(3)
Appointed non-executive Chairman of the Board on January 15, 2014.
Ms. Barra joined the Board on January 15, 2014 and has not been named to any Committees of the Board.
The primary responsibilities for each of the Committees of the Board are set forth below.
Audit Committee
The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the financial reports and other financial information provided by us to stockholders and others; our system of internal controls; our compliance procedures for the employee code of ethics and standards of business conduct; and our audit, accounting, and financial reporting processes. Our Board has determined that all of the members of the Committee are independent, financially literate, and have accounting or related financial management expertise as defined by the NYSE. The Board also has determined that Mr. Davis, Mr. Krebs, Ms. Marinello, Mr. Schoewe, and Mr. Solso all qualify as “audit committee financial experts” as defined by the SEC.
Directors and Corporate Governance Committee
The Governance Committee gives direction and oversight to the identification and evaluation of potential Board candidates and ultimately recommends candidates to be nominated for election to the Board, including any individuals designated under the Stockholders Agreement described on page 28. It periodically conducts studies of the appropriate size and composition of the Board and reviews and makes recommendations concerning compensation for non-employee directors. Among other items, the Governance Committee is responsible for: reviewing and recommending revisions, as appropriate, to the Company’s corporate governance framework, including our Certificate of Incorporation, Bylaws, and Corporate Governance Guidelines; overseeing the self-evaluation process of the Board and its standing Committees and reporting an assessment of the Board’s performance annually to the Board; and recommending memberships and Chairs for all Committees of the Board.
Executive Compensation Committee
The Compensation Committee’s overall objective is to ensure that our compensation policies and practices support the recruitment, development, and retention of the executive talent needed to ensure the long-term success of the Company. The Committee has a charter which is available for review on our website as discussed previously and has the authority under its charter to engage the services of outside advisors as described on page 38. The Committee meets at least annually with our General Auditor and Chief Risk Officer to assess executive compensation risk as discussed on page 39. The Committee may also invite various members of management to its meetings to assist it in carrying out its duties and responsibilities as the need arises. In 2013, the Senior Vice President, Global Human Resources, attended all committee meetings as did the Executive Director, Global Compensation and Benefits, in her capacity as Secretary to the Committee. The Chairman and CEO was invited to participate in a portion of all meetings. The Compensation Committee also meets in executive session without members of management. The executive sessions may or may not include participation by the external advisors as deemed necessary by the Committee. External advisors may also engage in discussions throughout the year with the Committee Chair and other Committee members without management present.
In carrying out its duties during 2013, the Compensation Committee has had to balance the need to provide competitive compensation and benefits with the guidelines and requirements of the UST and the Special Master for Troubled Asset Relief Program ("TARP") Compensation (the "Special Master"). As a result of the UST completing its sale of our Common Stock in December 2013, GM’s compensation programs ceased to be subject to UST guidelines and requirements. In planning for 2014, the Compensation Committee reviewed our talent and our executive development program with senior management, and approved new compensation plans. The Committee has responsibility to set goals and objectives related to compensation and set individual award targets for the CEO and other NEOs, as well as our other executive officers and certain other senior leaders subject to its review.
Below that level, the Committee has delegated authority, within prescribed limits, to the CEO or the Senior Vice President, Global Human Resources for certain individual incentive and equity-based compensation awards for new executives, and to the Secretary of the Committee for equity-based grants to new executives.

 
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  2014 PROXY STATEMENT


Finance Committee
The Finance Committee is responsible for assisting the Board in its oversight of our financial policies and strategies, including our capital structure. In addition, the Finance Committee periodically receives reports regarding our U.S. employee benefit plans for the purpose of reviewing the administration, financing, investment performance, risk and liability profile, and funding of such plans, in each case including with respect to regulatory compliance.
Public Policy Committee
The Public Policy Committee provides oversight and guidance to management on public policies to support the Company’s progress in growing the business globally within the framework of its core values. The Public Policy Committee discusses, and brings to the attention of the Board and management as appropriate, current and emerging global political, social, and public policy issues that may affect the business operations, profitability, or public image or reputation of the Company. The Public Policy Committee oversees global public policy matters as well as specific functions of the Company, as appropriate. Company functions reviewed by the Public Policy Committee include Global Public Policy, diversity, corporate social responsibility, employee health and safety, and philanthropic activities.
Executive Committee
In addition to the above committees, our Board has an Executive Committee composed of the Chairman of the Board and the Chairs of each of our standing Committees. The Executive Committee is empowered to act for the full Board in intervals between Board meetings, with the exception of certain matters that by law may not be delegated. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported at the next Board meeting.
Non-Employee Director Compensation
Compensation for our non-employee directors is set by our Board at the recommendation of the Governance Committee. Our Board has maintained the level of director compensation (i.e., annual Board and committee retainers) originally established on July 10, 2009. Each member of the Board who is not an employee receives an annual retainer of $200,000 for service on the Board and, if applicable, one or both of the following annual retainers: (1) $10,000 for service as Chair of any Board Committee; and (2) $20,000 for service on the Audit Committee. The fee paid for service as Lead Director is $30,000 per year. Effective January 15, 2014, the fee paid for service as non-executive Chairman of the Board is $250,000 per year.
Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”), which became effective January 1, 2011, non-employee directors are required to defer 50 percent of their annual Board retainer (i.e., $100,000) into share units of our Common Stock (“Deferred Share Units”) and may elect to defer all or half of the remainder in additional Deferred Share Units. Deferred Share Units under this plan may not be voted and will not be available for disposition until after the director retires or otherwise leaves the Board. After leaving the Board, the director will receive a cash payment or payments under this plan based on the number of Deferred Share Units in the director’s account, valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years based on their deferral elections.
Only non-employee directors receive fees for serving on the Board. Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors.
Non-employee directors are reimbursed for reasonable travel expenses incurred in connection with their duties as directors. In addition, we pay for the cost of personal accident insurance coverage, and directors are responsible for associated taxes on the imputed income from the coverage.
To enhance the public image of our vehicles, we provide directors with the use of a company vehicle on a six-month rotating basis. Directors are expected to submit product evaluations to us. Directors are charged with imputed income based on the lease value of the vehicle provided and are responsible for associated taxes. After leaving the Board at age 72 or older, retired directors receive the use of a company vehicle on an annual

 
24
  2014 PROXY STATEMENT


rotating basis, on the same terms as active directors. Non-employee directors who leave the Board before the age of 72 or with less than five years of service will be handled on a case-by-case basis.
The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-rated for his or her period of service. The fees listed in the tables below reflect any pro-rata adjustments that occurred in the year ended December 31, 2013.
2013 Non-Employee Director Compensation
 Table 1 — Total Non-Employee Director Compensation
Director
Fees Earned or
Paid in Cash (1)
($)
All Other
Compensation (2)
($)
Total
($)
David Bonderman
200,000

5,964

205,964

Erroll B. Davis, Jr.
230,000

7,857

237,857

E. Neville Isdell
210,000

7,133

217,133

Robert D. Krebs
230,000

7,133

237,133

Philip A. Laskawy (3)
105,000

7,073

112,073

Kathryn V. Marinello
220,000

7,133

227,133

Michael G. Mullen (4)
193,333

4,785

198,118

James J. Mulva
200,000

3,042

203,042

Patricia F. Russo
240,000

7,133

247,133

Thomas M. Schoewe
228,333

7,133

235,466

Theodore M. Solso
220,000

7,133

227,133

Carol M. Stephenson
200,000

7,133

207,133

Cynthia A. Telles
200,000

7,133

207,133

 

Table 2 — Retainer Fees Deferred
Director
Retainer Fees Deferred in Share
Units of Common Stock under the
Director Compensation Plan
($)
David Bonderman
100,000

Erroll B. Davis, Jr.
100,000

E. Neville Isdell
100,000

Robert D. Krebs
100,000

Philip A. Laskawy
50,000

Kathryn V. Marinello
200,000

Michael G. Mullen
91,667

James J. Mulva
200,000

Patricia F. Russo
100,000

Thomas M. Schoewe
100,000

Theodore M. Solso
200,000

Carol M. Stephenson
200,000

Cynthia A. Telles
100,000

(1)
Includes annual retainer fees, Chair and Audit Committee fees, as well as Lead Director fees. The totals in this column include amounts required or elected to be deferred under the Director Compensation Plan and converted into share units at the average daily closing price of our Common Stock for 2013 (and prorated as applicable for a director who has joined or retired from the Board during the calendar year).
(2)
“All Other Compensation” includes among other items incremental costs for the use of company vehicles and the costs associated with personal accident insurance. See Table 3 below.

 
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  2014 PROXY STATEMENT


(3)
Mr. Laskawy retired from the Board effective June 6, 2013.
(4)
Admiral Mullen joined the Board on February 1, 2013.
Table 3 — All Other Compensation
Director
Aggregate
Earnings on
Deferred
Compensation
($)
Perquisites/
Company
Vehicles (1)
($)
Other (2)
($)
Total
($)
David Bonderman

5,844

120

5,964

Erroll B. Davis, Jr. (3)
724

7,013

120

7,857

E. Neville Isdell

7,013

120

7,133

Robert D. Krebs

7,013

120

7,133

Philip A. Laskawy

7,013

60

7,073

Kathryn V. Marinello

7,013

120

7,133

Michael G. Mullen

4,675

110

4,785

James J. Mulva

2,922

120

3,042

Patricia F. Russo

7,013

120

7,133

Thomas M. Schoewe

7,013

120

7,133

Theodore M. Solso

7,013

120

7,133

Carol M. Stephenson

7,013

120

7,133

Cynthia A. Telles

7,013

120

7,133

(1)
Includes incremental costs for company vehicles, which are calculated based on the average monthly cost of providing vehicles to all directors, including lost sales opportunity and incentive costs, if any; insurance claims, if any; licensing and registration fees; and use taxes. Taxes related to imputed income are the responsibility of the director.
(2)
Reflects cost of premiums for providing personal accident insurance. Taxes related to imputed income are the responsibility of the director.
(3)
We assumed the General Motors Corporation Compensation Plan for Non-Employee Directors, and it remains in place with respect to past deferrals of compensation to former directors of General Motors Corporation who are members of our Board. The amounts reported under “Aggregate Earnings on Deferred Compensation” reflect interest on fees for service on the board of directors of General Motors Corporation deferred in cash-based alternatives. General Motors Corporation did not credit interest at above-market rates. In general, General Motors Corporation did not pay deferred amounts until January following the director’s retirement or separation from its board of directors. General Motors Corporation then paid those amounts, either in lump sum or in annual installments for up to ten years based on the director’s deferral election.
Compensation Committee Interlocks and Insider Participation
No executive officer of GM served on any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time during the year ended December 31, 2013.
Director Stock Ownership and Holding Requirements
The Board’s Corporate Governance Guidelines establish a stock ownership requirement for non-employee directors intended to enhance the link between the interests of GM’s directors and stockholders. Each non-employee director is required to own our Common Stock or Deferred Share Units with a market value of at least $300,000. Each director has up to five years from the later of the effective date of the requirement, January 1, 2011, or the date he or she is first elected to the Board to meet this ownership requirement. Under this policy, non-employee directors are prohibited from selling any GM securities or derivatives of GM securities such as Deferred Share Units while they are members of the Board. Ownership guidelines are reviewed each year to ensure they continue to be effective in aligning the interests of the Board and our stockholders.

 
26
  2014 PROXY STATEMENT



SECURITY OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS,
AND CERTAIN OTHERS
The beneficial ownership as of April 1, 2014, of our Common Stock by each director, each nominee for election to the Board, each NEO, and all directors and executive officers as a group is shown in the following tables, as well as ownership of Deferred Share Units and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than one percent of the outstanding shares of our Common Stock; all directors and officers as a group own less than one percent of the outstanding shares. The persons named have furnished this information to us. None of the shares shown in the following tables as beneficially owned by directors and executive officers was hedged or pledged as security for any obligation.
Non-Employee Directors
 
Director
Shares of
Common Stock
Beneficially
Owned
Deferred
Share
  Units (1)  
Joseph J. Ashton


David Bonderman
800

18,580

Erroll B. Davis, Jr.
800

12,553

E. Neville Isdell
16,300

10,783

Robert D. Krebs
5,000

10,783

Kathryn V. Marinello
800

21,564

Michael G. Mullen

2,705

James J. Mulva

11,051

Patricia F. Russo
800

10,783

Thomas M. Schoewe
7,645

8,043

Theodore M. Solso
5,000

11,051

Carol M. Stephenson
800

21,564

Cynthia A. Telles
800

10,783

(1)
Deferred Share Units - Represents the unit equivalents of our Common Stock under the Director Compensation Plan described on page 24.
Named Executive Officers and
All Directors and Executive Officers as a Group
 
Name
Shares
Beneficially
Owned (1)
Deferred Salary
Stock
Units (2)
Daniel F. Akerson
235,032

436,146

Daniel Ammann
81,413

162,722

Stephen J. Girsky
23,804

229,525

Mary T. Barra
32,996

160,418

Karl-Thomas Neumann

57,182

All Directors and Executive Officers as a Group
(27 persons, including the foregoing)
488,827

1,617,561

(1)
Includes shares held directly by the executive officer as well as vested restricted stock, and excludes shares shown in the “Deferred Salary Stock Units” column.
(2)
Includes vested and undelivered salary stock units, which are denominated in stock units and will be delivered in cash or stock at the executive's election pursuant to their respective delivery schedules.


 
27
  2014 PROXY STATEMENT


Certain Beneficial Owners
The beneficial ownership as of April 1, 2014 of our Common Stock by each person or group of persons who is known to be the beneficial owner of more than five percent of our outstanding shares of Common Stock on a fully diluted basis is shown in the following table.
Name and Address of Beneficial Owner of Common Stock
Number of
Shares
 
Percent of
Outstanding Shares
UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment advisor Brock Fiduciary Services LLC (1)
200 Walker Street
Detroit, MI 48207
140,150,000

 
8.7%
Canada GEN Investment Corporation (2)
1240 Bay Street, Suite 302
Toronto, Ontario, Canada M5R 2A7
110,084,746

  
6.9%
(1)
Brock Fiduciary Services LLC (“Brock Fiduciary”) is an independent fiduciary and investment adviser to the VEBA Trust and pursuant to an Independent Fiduciary Agreement, dated August 8, 2011, between Brock Fiduciary and the VEBA Trust, Brock Fiduciary has been given the power to vote and dispose of any GM securities held by the VEBA Trust, including any of our Common Stock. The address of Brock Fiduciary is 622 Third Avenue, Floor 12, New York, NY 10017.
(2)
Canada GEN Investment Corporation ("Canada Holdings") is a wholly-owned subsidiary of Canada Development Investment Corporation ("CDIC") and the direct owner and record holder of our Common Stock. CDIC is an indirect beneficial owner of our Common Stock. CDIC is a Canadian federal Crown corporation, meaning that it is a business corporation established under the Canada Business Corporations Act, owned by the federal Government of Canada.
Stockholders Agreement
Three of our stockholders—the UST, Canada Holdings, and the VEBA Trust—entered into a Stockholders Agreement with us (the “Stockholders Agreement”) under which at least two-thirds of the directors are required to be determined by our Board of Directors to be independent within the meaning of NYSE rules. In December 2013, the UST sold its remaining holdings of our Common Stock and is no longer subject to the terms of the Stockholders Agreement.
As long as the VEBA Trust holds at least 50 percent of the shares of our Common Stock it held on July 10, 2009, it has the right under the Stockholders Agreement to designate one nominee to our Board of Directors, subject to the consent of the UAW. Under this provision, the VEBA Trust designated Mr. Ashton, who was nominated by the Board as part of the slate of candidates it recommends for election at the annual meeting.
The Stockholders Agreement provides that Canada Holdings will not vote its shares of our Common Stock, with certain exceptions. With regard to the election of directors, Canada Holdings will vote for any nominee designated by the VEBA Trust as described above and otherwise will vote at its discretion with respect to any candidates nominated by the Board of Directors or third parties. With regard to the other matters to be presented to the stockholders at the annual meeting, if the vote of Canada Holdings is required for stockholder action, it will vote in the same proportionate manner as the holders of Common Stock other than the VEBA Trust and its affiliates and the directors and executive officers of the Company. Similarly, the Stockholders Agreement further provides that the VEBA Trust will vote its shares of our Common Stock on each matter presented to the stockholders at the annual meeting in the same proportionate manner as the holders of our Common Stock, other than our directors and executive officers.
Canada Holdings and the VEBA Trust will each be subject to the terms of the Stockholders Agreement until it beneficially owns less than two percent of the shares of our Common Stock then issued and outstanding.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our Board of Directors has adopted the Related Party Transactions Policy, a written policy regarding the review, approval or ratification of “related party transactions.” Related party transactions are transactions in

 
28
  2014 PROXY STATEMENT


which our Company is a participant, the amount involved exceeds $120,000, and a “related party” has or will have a direct or indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, stockholders beneficially owning more than 5 percent of the Company’s voting securities (“Significant Stockholders”), and the immediate family members of these individuals.
Each director and executive officer is responsible for providing written notice to the Executive Vice President and General Counsel (“General Counsel”) of any potential related party transaction involving him or her or his or her immediate family member, including any additional information about the transaction that the General Counsel may reasonably request. In addition, each director and executive officer is required to complete an annual questionnaire that requests information about their immediate family members and any current, past, and proposed related party transactions, and that includes a reminder of his or her obligations under the Related Party Transactions Policy. The General Counsel in consultation with other members of management and with outside counsel, as appropriate, will determine whether the transaction does, in fact, constitute a related party transaction requiring compliance with this policy.
Related party transactions involving a Significant Stockholder, director, the CEO or the General Counsel and/or their immediate family members will be referred to the Governance Committee for review and approval or ratification. Note however, the Governance Committee in its discretion, may refer any transaction to the Board for review and approval or ratification. Any member of the Governance Committee who has a potential interest in any related party transaction will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction, but may participate in all or a portion of the Governance Committee’s discussions of the related party transaction, if requested by the Chair of the Governance Committee. Related party transactions involving executive officers other than the CEO or the General Counsel and/or their immediate family members will be referred to the General Counsel for review and approval or ratification. All determinations by the General Counsel will be reported to the Governance Committee at its next regularly scheduled meeting.
In determining whether to approve or ratify a related party transaction, the Governance Committee or the General Counsel will consider the following factors, among others, to the extent relevant to the related party transaction:
Whether the terms of the related party transaction are fair to the Company and would apply on the same basis if the transaction did not involve a related party;
Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any;
Whether the related party transaction would impair the independence of an otherwise independent director;
Whether the Company was notified about the related party transaction before its commencement, and if not, why pre-approval was not sought and whether subsequent ratification would be detrimental to the Company; and
Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer, or other related party, the direct or indirect nature of the director’s, executive officer’s, or other related party’s interest in the transaction, and the ongoing nature of any proposed relationship and any other factors the Governance Committee deems relevant.
In any case where the Governance Committee or the General Counsel determines not to ratify a related party transaction that has been commenced without approval, the Governance Committee or the General Counsel, as appropriate, may direct additional actions including, but not limited to, immediate discontinuation or rescission of the transaction, or modification of the transaction to make it acceptable for ratification. The Governance Committee has authority to oversee our Related Party Transactions Policy and to amend it from time to time. In addition, the Governance Committee is responsible for annually reviewing the independence of each director and the appropriateness of any potential related party transaction and related issues. Our Related Party Transactions Policy is available on our website at www.gm.com/investor, under “Corporate Governance.”
David Bonderman, who is not standing for re-election at the 2014 annual meeting, is a founding partner of TPG, a private investment firm, whose affiliate invests in automobile dealerships in Asia representing various

 
29
  2014 PROXY STATEMENT


vehicle manufacturers. These investments include dealerships in China that sell Chevrolet and Buick brand vehicles under a distribution agreement with Shanghai General Motors Co., Ltd (“SGM”), a joint venture in which GM has a significant interest. Under the terms of SGM’s joint venture agreement, we do not control SGM’s distribution activities.
In September 2013, we purchased 120 million shares of our Series A Preferred Stock (or 43.5 percent of the total shares outstanding) held by the VEBA Trust at a price equal to 108.1 percent of the aggregate liquidation amount for $3.2 billion. We recorded a loss for the difference between the carrying amount of the Series A Preferred Stock purchased and the consideration paid, which reduced the Company's 2013 net income attributable to common stockholders by approximately $816 million. The purchase from the VEBA Trust was approved by the Board pursuant to the Company’s Related Party Transaction Policy.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities laws require that our directors and executive officers and stockholders that own more than ten percent of our Common Stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. Based upon information furnished by these persons, we believe that all required filings for 2013 were made in a timely manner.

 
30
  2014 PROXY STATEMENT


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
2013 Corporate Performance
2013 was another year of important accomplishments, increased financial momentum, and the fourth straight year of profitability and revenue growth for General Motors. Our relationship with the UST concluded with the sale of its remaining shares of Common Stock on December 9, 2013 and, continuing our disciplined implementation of key strategic initiatives, we achieved the following important results:
Continued strong vehicle sales in the U.S. and China, with deliveries of 9.7 million units globally;
Achieved year-over-year revenue growth, with 2013 revenue of $155.4 billion;
Achieved net income attributable to stockholders of $5.3 billion and EBIT - Adjusted(1) of $8.6 billion, and reduced losses in Europe;
Launched 36 new vehicles globally;
Achieved industry-leading quality in becoming the first domestic automaker to finish on top of the J. D. Power Initial Quality Study in the U.S.; and
Ended 2013 with a fortress balance sheet, including $29 billion of cash and marketable securities, providing a strong base to fund important product development and market expansion initiatives and a cushion against cyclical industry trends.
     Key Leadership Changes
On January 15, 2014, Daniel F. Akerson, under whose leadership GM achieved these important milestones, stepped down as Chairman and CEO and is serving as Senior Advisor until he leaves the Company in July 2014.
Mary T. Barra, who was Executive Vice President, Global Product Development, Purchasing & Supply Chain, was elected by the Board of Directors to replace Mr. Akerson as CEO. Ms. Barra has extensive experience in GM engineering, manufacturing, and product development operations. Theodore M. Solso was elected to succeed Mr. Akerson as Chairman of our Board of Directors.
Daniel Ammann was named President of the Company with responsibility for managing regional operations around the world, global Cadillac and Chevrolet brand organizations, and GM Financial. Charles K. Stevens, III was named Executive Vice President & Chief Financial Officer on January 15, 2014, replacing Mr. Ammann.
In addition, on January 15, 2014, Stephen J. Girsky stepped down as Vice Chairman and is serving as Senior Advisor until he leaves the Company in July 2014. He remains on our Board of Directors.
Performance-Based Compensation Structure
Following the UST’s sale of its remaining shares of Common Stock, we have implemented a more appropriate performance-based compensation structure for our NEOs comprised of both short- and long-term incentives based on financial and operational metrics for fiscal year 2014 and beyond. In addition to base salary, this structure, shown below, will include: 1) an annual short-term incentive that may be earned upon achievement of annual financial and operating performance goals and individual contribution, and 2) long-term incentives comprised of both RSUs and PSUs.
_________________________________
(1)
Excludes interest income, interest expense, income taxes, gains or losses on the settlement or extinguishment of obligations, impairment charges related to goodwill and certain investments, and gains or losses on the sale of non-core investments. For more complete information, please refer to "Reconciliation of Consolidated, Automotive and GM Financial Segment Results," on page 36 of our 2013 Annual Report on Form 10-K filed on February 6, 2014.


 
31
  2014 PROXY STATEMENT


General Motors Company 2014 Short-Term Incentive Goals
Performance Measures
● EBIT-Adjusted
● Adjusted AFCF
● Global Market Share
● Quality
Payout Range
0%–200% of target

General Motors Company 2014 Long-Term Incentive Goals
Performance Share Units (75% of 2014 LTI)
Performance Measures: ● ROIC
● Global Market Share
 
Payout Range: 0%–200% of target
 
Performance Period: 2014–2016
 RSUs (25% of 2014 LTI)
Ratable vesting over a 3-year period

We believe that linking pay to the achievement of both short- and long-term goals is an important cornerstone of employee engagement and achieves the following goals to support the long-term success of the Company:
Links individual and business performance to our stockholders’ interests;
Maintains a critical line of sight between company performance and individual rewards;
Supports good corporate governance objectives and compensation best practices;
Mitigates business risk; and
Enhances our ability to attract, retain, and reward critical talent.
Corporate Governance and Compensation Best Practices
Our compensation plans are founded on the governance features described below:
Say-on-Pay and Say-on-Frequency Vote: We have held an advisory vote on executive compensation on an annual basis and recommend that this frequency continue;
Investor Outreach: We considered feedback from discussions with our largest institutional investors in developing our executive compensation program;
Director Independence: Our Compensation Committee is composed only of independent directors and may meet in executive session without management present;
Clawback and Recoupment: Incentive award payouts are subject to our Policy on Recoupment of Incentive Compensation;
Stock Ownership Requirements: We are implementing stock ownership requirements in 2014 with the approval of our proposed incentive plans;
Limited Perquisites: We provide only a limited number of perquisites;
No Tax Gross Ups: We provide no tax gross ups, except under our relocation and foreign service policies covering all employees;
Pre-Approval of Equity Transactions: Our Securities Trading Policy requires directors and executive officers to contact the GM Legal Staff prior to any sales or purchases of Common Stock;
Hedging Prohibition: Trading in GM derivatives and short sales is prohibited;
Compensation Consultant: Our Compensation Committee has retained Compensation Advisory Partners (“CAP”) as its independent executive compensation consultant;
Compensation Risk Management: Our Compensation Committee meets at least annually with our General Auditor and Chief Risk Officer to assess executive compensation risk;

 
32
  2014 PROXY STATEMENT


Performance-Driven Incentive Plans: Our new short- and long-term incentive plans for executives are predominantly based on achievement of performance targets correlated to our business goals and budget commitments to the Board; and
Change-in-Control Provisions: Our new General Motors Company 2014 Long-Term Incentive Plan (the "2014 LTIP") requires both a change in Company ownership and a termination of employment (“double-trigger”) to initiate protection provisions for outstanding incentive awards.
2013 Compensation Programs
Our sustained focus on execution of our strategic plans and performance toward key business metrics is based on the dedicated efforts of our employees, particularly the members of our senior management team, many of whom joined the Company in recent years to assist us in reestablishing our leadership. We continued to strengthen our leadership team in 2013 with the addition of key leaders in Europe and Consolidated International Operations, and results in Europe have continued to improve despite the continuing regional effects of the European debt crisis.
Our 2013 fiscal year NEOs were:
Daniel F. Akerson - Chairman & Chief Executive Officer
Daniel Ammann - Executive Vice President & Chief Financial Officer
Stephen J. Girsky - Vice Chairman, Corporate Strategy, Business Development, and Global Product Planning
Mary T. Barra - Executive Vice President, Global Product Development, Purchasing & Supply Chain
Karl-Thomas Neumann - Executive Vice President & President, Europe
During 2013, the compensation structure for these executives included the following core elements:
Base salary;
Salary stock units; and
Long-term restricted stock units.
No adjustments were made to base salaries for NEOs in 2013. Mr. Akerson’s SSU awards remained at the 2012 level. The other NEOs, with the exception of Dr. Neumann, received increases in SSU awards to maintain their total compensation at competitive levels.
Mr. Akerson did not receive an RSU grant in 2013 in acknowledgment of the possibility of his retirement before the completion of the three-year vesting period for RSUs. The other NEOs, with the exception of Dr. Neumann, received RSU grants based on achievement of target 2012 Adjusted AFCF performance.
Dr. Neumann was hired in March 2013, and his base salary, SSU awards, and RSU grant were set pursuant to his employment agreement.

**********
Total Compensation Framework and Overview    
The following discussion of our executive compensation plans and compensation decisions affecting our NEOs during the year ended December 31, 2013 is intended to enhance and provide a basis for understanding the information appearing in the tables beginning on 41.
In 2013, the compensation provided to our senior executives was guided by six general principles:
Avoidance of incentives to take excessive risk — The compensation structure should avoid incentives to take unnecessary and excessive risk (e.g., should be paid over a period of time that takes into account the potential risk over the same time period);

 
33
  2014 PROXY STATEMENT


Investor return — The compensation paid should recognize the need to remain viable and competitive, and to retain and recruit critical talent;
Appropriate allocation of components of compensation — The structure should appropriately allocate total compensation to fixed and variable pay elements resulting in an appropriate mix of short- and long-term pay elements;
Performance-based compensation — An appropriate portion of total compensation should be performance based over a relevant performance period;
Comparable structures and payments — Structures and amounts should be competitive with those paid to persons in similar positions at similarly situated companies; and
Employee contribution — Compensation should reflect the current and prospective contributions of the individual employee.
     Elements of 2013 Compensation
With these principles in mind, we followed several core requirements established by the UST in setting compensation for our NEOs:
Base Salary — Base salary paid in cash was permitted to exceed $500,000 per year only in appropriate cases for good cause shown;
SSUs — The majority of each NEO’s total annual compensation was generally comprised of SSUs whose value is determined by the price of our Common Stock. The quarterly SSU grants are payable in three equal annual installments beginning on the first anniversary of the end of the quarter in which they were deemed to have been granted;
RSUs — With limited exceptions, not more than one-third of total annual compensation was comprised of RSUs, which were granted based on annual business and financial performance and capped at the target level. The RSUs will be settled and two-thirds will be delivered after the second anniversary date of the grant, with one-third delivered after the third anniversary date of the grant, if applicable vesting conditions have been satisfied. Except in the case of disability or death, the executive will forfeit any unsettled RSUs if he or she does not satisfy the requirements of the General Motors Company 2009 Long-Term Incentive Plan (the “2009 LTIP”) or remain with the Company for the required time period following the grant. Dr. Neumann's RSUs were granted pursuant to the terms of his employment agreement; and
Perquisites and Other Compensation — Perquisites and other compensation were limited to $25,000 or less for each NEO absent independent justification and good cause shown. There were no severance payments to the NEOs or accruals of any U.S. non-qualified deferred compensation or supplemental executive retirement plan benefits for the NEOs prior to December 16, 2013.
Assessing Compensation Competitiveness
Subject to UST constraints, we generally target our overall compensation levels to be at or near the median of the comparator group, while recognizing that some individual roles may be positioned above or below the market median based on the tenure, experience, and specific responsibilities of the individual. We do not limit our comparator group to our industry alone, because we believe it is important to understand the compensation practices for NEOs at other U.S.-based multinationals as they affect our ability to attract and retain diverse talent around the globe. In addition, compensation information is not available for most of our major competitors.
In 2013, we used a comparator group of 20 companies whose selection was based on the following criteria:
Large Fortune 100 companies (2012 annual revenue from $29.9 billion to $241.9 billion, with median revenue of $63.7 billion, versus GM revenue of $152.3 billion);
Complex business operations, including significant research and development, design, engineering, and manufacturing functions with large numbers of employees;
Global enterprises; and

 
34
  2014 PROXY STATEMENT


Broad representation across several industries of companies that produce products rather than provide services.

We used the same comparator group of 20 companies in 2012. In reviewing the comparator group in 2013, we did not find that modifications or adjustments were required.
 
2013 Comparator Companies
Company
GICS Category (1)
Company
GICS Category (1)
3M Company
Industrial
Hewlett-Packard Company
Information Technology
The Boeing Company
Industrial
Honeywell International Inc.
Industrial
Caterpillar Inc.
Industrial
International Business Machines Corporation
Information Technology
Chevron Corporation
Energy
Johnson Controls Inc.
Consumer
Discretionary
ConocoPhillips
Energy
Johnson & Johnson
Health Care
Deere & Company
Industrial
Lockheed Martin Corporation
Industrial
The Dow Chemical Company
Materials
PepsiCo, Inc.
Consumer Staples
E.I. du Pont De Nemours & Company
Materials
Pfizer, Inc.
Health Care
Ford Motor Company
Consumer
Discretionary
The Procter & Gamble Company
Consumer Staples
General Electric Company
Industrial
United Technologies Corporation
Industrial
(1)
Global Industry Classification Standard ("GICS") comprised of ten major business sectors.
How We Use Comparator Data to Plan Compensation. The benchmarking process we used to assist us in planning NEO compensation for 2013 was derived from the 2012 fiscal year proxy statement disclosures by our comparator companies. Since the 2012 proxy statement disclosures reflected 2011 total earned compensation, we adjusted this data appropriately for known compensation growth in 2012. Because of this process, the data we used to determine compensation structures for 2013 may not reflect current compensation competitiveness.
Objectives of Our Compensation Program
Historically, our compensation philosophy has been based on the following principles:
Aligning long-term interests of our executives with those of our stockholders;
Recognizing both Company and individual performance;    
Attracting, rewarding, and retaining critical leadership and technical talent; and
Fostering a culture of ownership and accountability.
The Compensation Committee balanced the need to provide competitive compensation and benefits with the restrictions of UST regulations and additional provisions of the Special Master. Working within these parameters, the Compensation Committee set individual compensation amounts for our CEO and our other NEOs considering comparator compensation data, UST regulations, and individual performance.
2013 Compensation Decisions and RSU Performance Metric
Base Salaries. We review our comparator company information for similar positions and consider the relative internal pay equity among our NEOs to guide the base salary determination for each NEO. However, base salaries exceeding $500,000 for our NEOs had to be approved by the Special Master based on independent justification and good cause shown (e.g., the retention of critical talent and the Special Master’s assessment of

 
35
  2014 PROXY STATEMENT


competitive compensation data for individuals in comparable positions at similarly situated companies). Since base salary is an important element in providing total compensation that is competitive with the pay offered for positions of comparable scope and responsibility at comparator companies, base salaries for NEOs exceed the $500,000 amount, based on competitive data.
Salary Stock Units. During 2013, SSUs were granted to NEOs as part of their total annual compensation under the provisions of the General Motors Company Salary Stock Plan (the “SSP”). SSUs were an element of the compensation structure fostered by the UST and Special Master rules. SSUs are determined as a dollar amount through the date they are earned, accrued at the same time as salary would otherwise be paid, and vested immediately upon accrual, with the number of SSUs granted based on the average of the high and low trading prices of our Common Stock on the date of each quarterly grant. Each grant is delivered over three years in quarterly installments, and the value of each installment depends upon the price of our Common Stock at the time of delivery.
Restricted Stock Units and Performance Metric. RSUs were awarded to Mr. Ammann, Mr. Girsky, and Ms. Barra on March 1, 2013 under the 2009 LTIP. The awards were granted in recognition of the achievement of positive 2012 Adjusted AFCF performance (which was $4.3 billion for 2012). Dr. Neumann received an RSU grant on April 1, 2013, pursuant to the provisions of his employment agreement.
Adjusted AFCF is based on automotive operating cash flow which was $9.6 billion for 2012, less capital expenditures and adjusted for management actions as described in our discussion titled “Free Cash Flow and Adjusted Free Cash Flow” on page 57 in our 2012 Annual Report on Form 10-K filed with the SEC on February 15, 2013. Consistent with the UST regulations and award maximums, the RSU grants were made at the target level to Mr. Ammann, Mr. Girsky, and Ms. Barra on March 1, 2013.
As discussed in the “2013 Grants of Plan Based Awards” table on page 44, two-thirds of the RSUs granted in 2013 to Mr. Ammann, Mr. Girsky, and Ms. Barra will become non-forfeitable on the second anniversary date of the grant and one-third will become non-forfeitable on the third anniversary of the grant date provided that the executive remains continuously employed with GM through that date and the other requirements of the 2009 LTIP plan are satisfied. In case of death, the executive or the executive’s estate will receive a prorated portion of the award. Retiring executives are eligible to receive a prorated portion of their RSU grants after two years of active service. RSUs will be settled when they become non-forfeitable, subject to applicable UST rules. RSUs granted under the plan are subject to recoupment or clawback if payments are later found to be based on materially inaccurate financial statements or other materially inaccurate performance metrics, or if the executive is terminated due to any misconduct that occurred during the period in which the incentive was earned. Dr. Neumann's RSUs were awarded pursuant to his employment agreement and are not conditioned upon repayment of GM's TARP obligations.
Perquisites, Benefits, and Other Compensation. During 2013, no more than $25,000 in perquisites and other compensation could be provided to any NEO, absent independent justification and good cause shown. Payments related to expatriate assignments were not subject to this limitation. Detailed disclosure of these items for the NEOs appears in footnote 4 of the “2013 Summary Compensation Table” on page 41.
UST regulations imposed additional limitations that prohibited certain benefit practices that market-based surveys indicate are competitive. Accordingly, accruals were not permitted during 2013 prior to the UST’s sale of its remaining GM equity for non-qualified executive retirement restoration or deferred compensation plans for our NEOs as described in footnote 4 of the “2013 Summary Compensation Table” on page 41.
Individual Compensation Recommendations for Named Executive Officers
Applying these elements and constraints, we established 2013 compensation for our NEOs as described below and in the tables that follow this section. Although we reviewed competitive data in developing our total annual compensation recommendations for our NEOs, limitations imposed by UST rules and the Special Master directives resulted in the total target compensation for our CEO being below the median of our comparator group.
 


 
36
  2014 PROXY STATEMENT


2013 NEO Annual Target Compensation Structure (1)
 
 
Cash
Salary
SSUs
RSUs
Other
Total
2012 Comparator
Name
($)
($)
($)
($)
($)
Group Percentile
Daniel F. Akerson
1,700,000

7,300,000



9,000,000

Below 10th
Daniel Ammann
750,000

2,825,000

1,750,000


5,325,000

Below Median
Stephen J. Girsky
600,000

4,250,000

1,000,000


5,850,000

Below Median
Mary T. Barra
750,000

2,840,000

1,750,000


5,340,000

Below Median
Karl-Thomas Neumann (2)
800,000

2,200,000

1,500,000

1,343,549

5,843,549

Above Median
(1)
Actual compensation amounts paid or earned by the NEOs during fiscal year 2013 are reflected in the totals that are included in the “2013 Summary Compensation Table” on page 41. The RSUs that were granted on March 1, 2013 and appear in the “2013 Summary Compensation Table” and the “2013 Grants of Plan Based Awards” table on page 44 are based on the approved 2012 NEO target compensation structure. Dr. Neumann's RSUs were granted on April 1, 2013 pursuant to his employment agreement.
(2)
"Other" includes amounts paid to Dr. Neumann to provide for a buyout of restrictions from his former employer.
The following summary of compensation for our NEOs reflects their roles and responsibilities during the 2013 fiscal year and before the succession changes in January 2014.
Mr. Akerson was our CEO since September 2010 and Chairman of our Board since January 2011. His total compensation had not increased since joining the Company in September 2010 and remained below median for executives in comparable positions in 2013, despite his significant contributions to operating performance and outstanding leadership. He did not receive an RSU award for the 2012 Adjusted AFCF performance in March 2013 in acknowledgment of the possibility of his retirement before the completion of the three-year vesting period for RSUs. Mr. Akerson stepped down from his position effective January 2014 and is serving as Senior Advisor until he leaves the Company in July 2014.
Mr. Ammann was elected Senior Vice President and Chief Financial Officer in April 2011 and named Executive Vice President in July 2013. Although his annualized base salary remained unchanged from 2012 to 2013, his RSU grant and his SSU grant were increased in 2013 to bring his total compensation closer to the median level.
Mr. Girsky was elected Vice Chairman in March 2010 and has been a member of our Board since July 2009. From July 2012 to February 2013, he also assumed additional responsibilities as Interim President, Europe. He did not receive a base salary increase in 2013, but his SSU grant and RSU grant were increased in 2013 to bring his total compensation closer to the median level. Mr. Girsky stepped down from his position effective January 2014 and is serving as Senior Advisor until he leaves the Company in July 2014.
Ms. Barra was named Senior Vice President, Global Product Development in February 2012, and Executive Vice President, Global Product Development, Purchasing & Supply Chain in August 2013. Although her annualized base salary remained unchanged from 2012 to 2013, her RSU grant and her SSU grant were increased in 2013 to bring her total compensation closer to the median level.
Dr. Neumann joined GM in March 2013 as CEO, Adam Opel AG and President, Europe, and his compensation was established in accordance with the provisions of his employment agreement. He was named Executive Vice President & President, Europe in July 2013. At that time, he was also named Chairman of the Management Board of Adam Opel AG.
Employment Agreements - We have no employment agreements with our U.S. NEOs that provide them with special compensation arrangements. Pursuant to European market practice, we entered into an employment agreement with Dr. Neumann at the time of his hire. A discussion of the material provisions of Dr. Neumann’s employment agreement is included on page 51.

 
37
  2014 PROXY STATEMENT


Compensation Policies and Governance Practices
Stock Ownership Requirements - We believe it is important to align the interests of senior executives with those of our stockholders and the Compensation Committee has adopted stock ownership requirements to be implemented with the approval of our proposed incentive plans in 2014. The requirements provide for a period of five years for executives to acquire and hold GM securities in the following amounts:
    
Position
Ownership Requirement as a Multiple of Salary
 CEO
Six
 President & Executive Vice President
Four
 Senior Vice President
Three
 Senior Executive
One

Policy on Recoupment of Incentive Compensation - We have adopted a corporate policy regarding the recoupment of incentive compensation paid to executive officers in situations involving financial restatement due to employee fraud, negligence, or intentional misconduct. The policy, which is posted on our website, www.gm.com/investor, under “Corporate Governance,” provides that if our Board or an appropriate Board committee determines that any bonus, retention award, or incentive compensation has been paid to any executive officer based on materially inaccurate misstatement of earnings, revenues, gains, or other criteria, the Board or Compensation Committee, in its discretion, will take such action as it deems necessary to recover the compensation paid, remedy the misconduct, and prevent its recurrence. For this purpose, a financial statement or performance metric will be treated as materially inaccurate with respect to any employee who knowingly engaged in providing inaccurate information or knowingly failed to timely correct information relating to those financial statements or performance metrics. We will continue to review our policy to assure that it is consistent with all legal requirements and in the best interests of the Company and its stockholders.
Securities Trading Policy - We maintain a securities trading policy that prohibits our NEOs from buying or selling GM securities when in possession of material non-public information, and any sales or purchases of Common Stock by directors and executive officers require specific prior notice to the GM Legal Staff.
Trading in GM derivatives (i.e., puts or calls) and engaging in short sales of GM securities are also prohibited, and no GM executive officer has pledged any shares of Common Stock. This policy is posted on our website, www.gm.com/investor, under “Corporate Governance.”
General Motors Expense Policy - We have adopted an expense policy and posted it on our website, www.gm.com/investor, under “Corporate Governance.” The policy’s governing principles establish expectations for every business expense, reflecting the integrity and values that promote the best interests of the enterprise.
Luxury or excessive expenditures are not reimbursable by GM under the policy. Such expenditures may include, but are not limited to, expenditures on entertainment or events, office and facility renovations, aviation, transportation services, or other activities or events that are not reasonable expenditures for staff development, performance incentives, or other similar measures conducted in the ordinary course of business operations. Guidelines relating to transportation expenses are discussed in the section entitled “Personal Benefits” on page 42
Tax Considerations - Pursuant to UST regulations, we may deduct 2013 base salaries for NEOs up to an individual maximum of $500,000. We may not take a tax deduction for any other form of 2013 compensation for NEOs.
Compensation Committee and Consultant Independence
Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE guidelines, and as defined for various regulatory purposes. The Compensation Committee is assisted in its work by CAP, an independent compensation consulting firm that takes direction from and is

 
38
  2014 PROXY STATEMENT


solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by outside legal counsel.
Under its charter, the Compensation Committee has the authority to engage outside consultants and advisors at the Company’s expense. During 2013, the Compensation Committee continued to retain the services of CAP to advise the Compensation Committee regarding compensation for the NEOs and certain other compensation related matters. A representative of CAP attends Compensation Committee meetings, either in person or via telephone conference, consults with and advises Compensation Committee members on executive compensation matters—including the form and amount of various pay elements—as needed, and develops and interprets executive benchmarking data for the Compensation Committee’s use in its deliberations. CAP provides no services to the Company’s management.
The Compensation Committee annually reviews the performance and independence of CAP in accordance with applicable standards. The most recent review occurred in November 2013 and no independence issues were identified.
Compensation Risk Assessment Process
During 2013, the Compensation Committee met with our General Auditor and Chief Risk Officer to review and discuss the short- and long-term risks that could threaten the value of the Company and GM’s compensation and benefit arrangements for NEOs and other employees of the Company and its subsidiaries in light of those risks. The assessments are intended to assure that an appropriate balance has been established between focus on short- and long-term business performance and between cash and non-cash incentives, to provide adequate compensation for personal financial security, and to provide incentives to strive for greater team and individual contributions to the continued overall success of the enterprise.
Compensation risk reviews were conducted on March 18, 2013 and November 18, 2013. Based on the reviews, the Compensation Committee determined that the 2013 compensation structure appropriately mitigates risk and does not encourage our NEOs to take unnecessary or excessive risks that threaten the value of the Company.
We took the following considerations into account in developing our incentive plans:
Focus on long-term performance aligned with stockholder interests and incentives that are paid over a period of time that takes into account the potential risk over the same time period;
Incentive plan metrics must be aligned with our business strategy;
Performance objectives are balanced with the quality and sustainability of business results;
The full range of potential payouts under each plan is understood;
Payouts are capped;
Leverage and ratio of incentive compensation to salary and total compensation are understood;
Performance, structure, and target incentive plan opportunities are comparable to those of industry or comparator companies for employees not subject to UST limitations on compensation;
The Compensation Committee may exercise discretion where appropriate, with the concurrence of the Special Master;
The recoupment policy provides for clawback of incentive payouts if financials were revised due to a material misstatement that would result in lower incentive payouts;
Our Securities Trading Policy prohibits employees from buying or selling GM securities when in possession of material non-public information; and
The Compensation Committee reviews and discusses material risks when considering incentive programs.
Based on its reviews of the proposed compensation structure, the Compensation Committee found that:
The elements of our compensation programs do not create negative incentives for the executives that are hazardous to the long-term health of the Company, the quality of earnings, or the interests of stockholders;

 
39
  2014 PROXY STATEMENT


The mix of cash and equity awards does not create a hazardous imbalance between short- and long-term risk and reward decisions; and
The incentive compensation recoupment feature appropriately supports the accuracy of our financial statements and encourages the executives to focus on maintaining accurate financial records and on complying with relevant accounting policies.
Advisory Vote to Approve Executive Compensation (Say-on-Pay) and Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation (Say-on-Frequency)
At the 2013 annual meeting, GM stockholders approved the 2012 compensation for our NEOs on an advisory basis by a 98.2 percent favorable vote. Noting this level of support and remaining consistent with the UST rules, the Compensation Committee made no material changes to the compensation structures for NEOs for 2013.
At the 2014 annual meeting, the Board will again submit a proposal (Item No. 3 — Advisory Vote to Approve Executive Compensation) enabling stockholders to provide feedback on our compensation policies and practices for our NEOs. In addition, the Board will submit a proposal (Item No. 4 — Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation) allowing stockholders to vote on the frequency with which we should conduct our advisory vote to approve executive compensation in the future. The non-binding Say-on-Pay and Say-on-Frequency proposals are on page 54 and 55 of this proxy statement. Our Board and the Compensation Committee intend to review the feedback provided by these stockholder votes and evaluate any significant stockholder concerns as they consider future compensation planning.
2014 Compensation for Named Executive Officers
With the changes in leadership described on page 31 and the implementation of an appropriate performance-based compensation structure in 2014, each of the NEOs will receive short- and long-term incentive awards as part of a new core compensation structure, and Dr. Neumann will receive a special one-time RSU award vesting after three years. The new annual incentive awards are subject to achievement of equally weighted EBIT - Adjusted, Adjusted AFCF, global market share, and quality metrics, and final assessment of individual performance, with potential payouts ranging from 0 to 200 percent of target based on actual performance. The 2014 LTIP structure for NEOs will include 75 percent PSUs that will be earned at a level between 0 to 200 percent of target, based on the achievement of performance conditions relating to ROIC and global market share over a three-year performance period from January 1, 2014 to December 31, 2016, with the maximum payout being 200 percent of target; and 25 percent RSUs vesting over a three-year period. These PSU performance measures were chosen to foster both long-term growth and prudent use of capital. The proposed PSU and RSU grants will be made upon the stockholders’ approval of the 2014 LTIP presented in Item No. 6 on page 58 of this proxy statement. These awards will be reported in the Company’s 2015 proxy statement.
 As previously disclosed in a Form 8-K/A filed on January 17, 2014, Ms. Barra’s salary for 2014 is $1,600,000, and her short-term incentive target is $2,800,000.  When combined with the long-term incentive target of $10,000,000, for which stockholder approval is being sought, her total target compensation for 2014 is $14,400,000.  Mr. Ammann’s salary for 2014 is $1,000,000, and his short-term incentive target is $1,250,000.  (This includes an adjustment made by the Compensation Committee in March 2014 to reflect more precise comparator compensation data for his position.) When combined with the long-term incentive target of $4,550,000, for which stockholder approval is being sought, his total target compensation for 2014 is $6,800,000. Mr. Stevens’ salary for 2014 is $700,000, and his short-term incentive target is $875,000.  When combined with the long-term incentive target of $2,425,000, for which stockholder approval is being sought, his total target compensation for 2014 is $4,000,000.
2014 Tax Considerations - Internal Revenue Code 162(m)
Internal Revenue Code Section 162(m) generally disallows Federal tax deductions for compensation in excess of $1 million paid to the Chief Executive Officer and the next three of our highest paid officers (other than the Chief Financial Officer) whose compensation is required to be reported in the Summary Compensation Table of the proxy statement (‘‘Covered Executives’’). Certain performance-based compensation is not subject to this deduction limitation. As noted in Item No. 5, "Approval of the 2014 Short-Term Incentive Plan", on

 
40
  2014 PROXY STATEMENT


page 55 and Item No. 6, "Approval of the 2014 Long-Term Incentive Plan", on page 58, we are seeking your approval of the performance criteria used in the 2014 Short-Term Incentive Plan and the 2014 Long-Term Incentive Plan in order to be able to make performance-based awards to Covered Executives pursuant to those plans. Generally, we strive to maximize the tax deductibility of compensation arrangements. The Committee, however, retains discretion to award compensation that is not fully tax deductible if it deems this to be appropriate in designing compensation that will attract and retain talented executives in the highly competitive market for talent.
For 2013 and prior years when the Company was subject to TARP rules, special provisions under these rules restricted the compensation we were able to provide for Covered Executives and limited our deduction of this compensation as described on page 40. Our 2014 short-term incentive awards were granted under our plans adopted when we were subject to TARP and accordingly, these 2014 awards will not be tax-deductible. Going forward, however, we intend to use our new plans assuming they are approved by stockholders, which provide the utility to again grant deductible performance-based awards.
Investor Outreach Initiatives
Ongoing discussions with investors continue to provide positive feedback regarding our company performance and planned compensation programs.  The senior leadership changes announced in December 2013 and January 2014 have been positively received.
2013 SUMMARY COMPENSATION TABLE
 
 
 
Salary
Bonus
Stock
Awards
 (2)
Option
Awards
Non-Equity
Incentive 
Plan
Compensation
Change in
Pension Value
and NQ
Deferred
Compensation
(3)
All Other
Compensation
(4)
TOTAL
Name and Principal Position
Year
$
$
$
$
$
$
$
$
Daniel F. Akerson (1)
Chairman & Chief Executive Officer
2013
1,700,000


7,302,206



2,833

66,270

9,071,309

2012
1,700,000


9,332,659




70,149

11,102,808

2011
1,700,000


5,947,229




55,514

7,702,743

Daniel Ammann (1)
Executive Vice President & Chief Financial Officer
2013
750,000


4,481,562



1,844

28,475

5,261,881

2012
750,000


4,007,056



799

31,810

4,789,665

2011
687,500


2,789,832



354

30,507

3,508,193

Stephen J. Girsky (1)
Vice Chairman, Corporate Strategy, Business Development, and Global Product Planning
2013
600,000


5,757,077



1,542

30,965

6,389,584

2012
600,000


4,811,291



435

34,578

5,446,304

2011
600,000


4,682,223



2,987

24,583

5,309,793

Mary T. Barra (1)
Executive Vice President, Global Product Development, Purchasing & Supply Chain
2013
750,000


4,446,504




36,636

5,233,140

2012
750,000


3,906,484



258,558

28,445

4,943,487

Karl-Thomas Neumann (5) Executive Vice President & President, Europe
2013
684,029


3,698,075



75,754

1,350,472

5,808,330

 
 
 
 
 
 
 
 


(1)
Titles in the table reflect the NEOs' positions as of December 31, 2013. On January 15, 2014, Mr. Akerson stepped down from his position as Chairman & CEO and is serving as Senior Advisor until he leaves the Company in July 2014. Ms. Barra was named CEO, replacing Mr. Akerson. At the same time, Mr. Ammann was appointed President. In addition, Mr. Girsky stepped down from his position as Vice Chairman on the same date and is serving as Senior Advisor until he leaves the Company in July 2014.
(2)
The amounts shown in this column reflect the value of SSUs and RSUs at their grant dates to each of the NEOs. Individual grants for 2013 are discussed in the "2013 Grants of Plan Based Awards" table on the following pages. We describe the valuation assumptions used in measuring the 2013 expense in Note 23 to the Consolidated Financial Statements, "Stock Incentive Plans" in our 2013 Annual Report on Form 10-K. Quarterly SSU grants are non-forfeitable and become transferable in three equal installments at each of the first, second, and third anniversary of the grant date.

 
41
  2014 PROXY STATEMENT


(3)
These amounts represent the actuarial change in the present value of the executive's accrued benefit for 2013 attributed to year-over-year variances in applicable discount rates, lump sum interest rate, mortality rates, and employer contributions to tax-qualified and non-qualified plans as described in the section entitled "Pension Benefits and Retirement Programs Applicable to Executive Officers" on page 45. In 2013 the actuarial values decreased in the amount of $205,624 for Ms. Barra’s pension, but the negative amounts are not reflected in the table pursuant to proxy reporting regulations. The Company does not credit interest at above-market rates to any deferred accounts and no interest amounts are included in these totals.
(4)
Totals for amounts included as "All Other Compensation" are described on page 42.
(5)
Dr. Neumann’s salary, which is paid in Euros, has been converted to U.S. dollars, applying an average foreign exchange rate for the period from March 1, 2013 to December 31, 2013.
2013 All Other Compensation
 
 
D. F. Akerson
$
D. Ammann
$
S. J. Girsky
$
M.T. Barra $
K.T. Neumann
$
Perquisites & Other Personal Benefits (1)
27,254

9,093

8,581

15,203

12,535

Employer Contributions to Savings Plans (2)
23,233

18,788

21,400

19,875


Life and Other Insurance Benefits (3)
15,083

594

984

1,296

232

Other (4)
700



262

1,337,705

Total All Other Compensation
66,270

28,475

30,965

36,636

1,350,472

(1)
See Personal Benefits table below for additional information.
(2)
Includes employer contributions to tax-qualified savings and retirement benefit plans during 2013. No employer contributions were made to non-qualified savings or retirement plans for NEOs during 2013 prior to December 16, 2013.
(3)
Includes premiums paid by the Company for Group Variable Universal Life ("GVUL") insurance for executives. Employees are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. Amounts also include the Company's cost of premiums for providing personal accident insurance for members of the Board for Mr. Akerson and Mr. Girsky, and group accident insurance for Dr. Neumann under the plan for Opel Management Board members.
(4)
Totals for Mr. Akerson and Ms. Barra include incremental costs for event tickets. NEOs may use charter aircraft for travel with the prior approval of the CEO or General Counsel when a clear business rationale is stated. A spouse may accompany the executive on the aircraft when the executive is traveling for business purposes if the spouse’s participation is required and imputed income is assessed to the executive. No personal use of the aircraft is permitted. Dr. Neumann joined the Company on March 1, 2013, and amounts for him include payments made to provide for a buyout of restrictions from his former employer. The payments were made in Euros and have been converted to U.S. dollars using the foreign exchange spot rate on each payment date as provided by Reuters.
Personal Benefits
    Amounts shown below for personal benefits include the incremental costs for executive security services and systems, the executive company vehicle program, and financial counseling.
 
 
D. F. Akerson
$
D. Ammann
$
S. J. Girsky
$
M.T. Barra
$
K.T. Neumann
$
Security (1)
1,756





Company Vehicle Program (2)
25,498

9,093

8,581

5,843

12,535

Financial Counseling (3)



9,360


Total
27,254

9,093

8,581

15,203

12,535


 
42
  2014 PROXY STATEMENT


(1)
Amounts include the actual costs of residential security systems maintenance and monitoring for Mr. Akerson.
(2)
Includes the incremental cost of cars and drivers provided by the Company for various events and incremental cost to maintain the executive company vehicle program fleet that is allocated to each executive (including lost sales opportunity and incentive costs, if any; fuel, maintenance, and repair costs; insurance claims, if any; licensing and registration fees; and use taxes). Participants in the program are required to purchase or lease at least one GM vehicle every four years and asked to evaluate the vehicles they drive, thus providing feedback about our products. Participants are also required to pay a monthly administration fee of $300 and are charged with imputed income based on the value of the vehicle they choose to drive. Taxes assessed on imputed income are the responsibility of the participant. Mr. Akerson's and Mr. Girsky's vehicles were provided under the provisions of the vehicle program for the Board which does not require payment of an administration fee and is described on pages 24-26.
(3)
Costs associated with financial counseling and estate planning services with approved providers.
2013 Grants of Plan Based Awards
    In order to provide for grants of SSUs within the guidelines of the Special Master, GM adopted the SSP. Pursuant to the SSP terms and upon approval of the Special Master, NEOs receive a portion of their total annual compensation in the form of SSUs based on the average of the high and low trading price of Common Stock on the NYSE on each grant date. Quarterly SSU grants are non-forfeitable and will be transferable in three equal installments at each of the first, second, and third anniversary of the grant date.
RSUs were awarded to Mr. Ammann, Mr. Girsky, and Ms. Barra under the 2009 LTIP based on the average of the high and low trading price of Common Stock on the NYSE on each grant date. Awards are subject to forfeiture until vested and settlement is conditioned upon repayment of GM's TARP obligations. On the second anniversary date of the grant, two-thirds of the awards will vest and settle ratably with each 25 percent of the TARP obligations that have been repaid. On the third anniversary date of the grant, one-third of the awards will settle ratably with each 25 percent of the TARP obligations that have been repaid. In December 2013, the UST sold its remaining shares of Common Stock and it was subsequently determined that 25 percent of the outstanding shares remaining for TARP–related RSU grants would be forfeited. Dr. Neumann’s RSUs were awarded under the 2009 LTIP based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. His RSUs were awarded pursuant to the terms of his employment agreement and are contingent on his continued service on each vesting date. They are not conditioned upon repayment of GM’s TARP obligations. Pursuant to his employment agreement, one-half of the shares vested and were delivered on February 28, 2014, and the second installment will vest and be delivered on February 28, 2015.


 
43
  2014 PROXY STATEMENT


  
Award Type
Grant Date
Approval Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards (1)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (2) (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards ($/Share)
Grant Date
Fair Value
of Stock
and Option
Awards
($)
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Name
Daniel F. Akerson
RSU
3/1/2013
1/14/2013
 
 
 
 


 
 
 

 
SSU
3/31/2013
1/14/2013
 
 
 
 
 
 
65,483

 
 
1,821,737

 
SSU
6/30/2013
1/14/2013
 
 
 
 
 
 
54,871

 
 
1,827,753

 
SSU
9/30/2013
1/14/2013
 
 
 
 
 
 
50,737

 
 
1,825,010

 
SSU
12/31/2013
1/14/2013
 
 
 
 
 
 
44,720

 
 
1,827,706

 
 
 
 
 
 
 
 
 

 

215,811

 
 
7,302,206

Daniel Ammann
RSU
3/1/2013
1/14/2013
 
 
 
 
60,841

60,841



 
 
1,655,484

 
SSU
3/31/2013
1/14/2013
 
 
 
 
 
 
23,323

 
 
648,846

 
SSU
6/30/2013
1/14/2013
 
 
 
 
 
 
22,926

 
 
763,665

 
SSU
9/30/2013
1/14/2013
 
 
 
 
 
 
19,635

 
 
706,271

 
SSU
12/31/2013
1/14/2013
 
 
 
 
 
 
17,306

 
 
707,296

 
 
 
 
 
 
 
 
 

 

83,190

 
 
4,481,562

Stephen J. Girsky
RSU
3/1/2013
1/14/2013
 
 
 
 
55,310

55,310



 
 
1,504,985

 
SSU
3/31/2013
1/14/2013
 
 
 
 
 
 
29,602

 
 
823,528

 
SSU
6/30/2013
1/14/2013
 
 
 
 
 
 
39,086

 
 
1,301,955

 
SSU
9/30/2013
1/14/2013
 
 
 
 
 
 
29,539

 
 
1,062,518

 
SSU
12/31/2013
1/14/2013
 
 
 
 
 
 
26,036

 
 
1,064,091

 
 
 
 
 
 
 
 
 

 

124,263

 
 
5,757,077

Mary T. Barra
RSU
3/1/2013
1/14/2013
 
 
 
 
58,998

58,998

 
 
 
1,605,336

 
SSU
3/31/2013
1/14/2013
 
 
 
 
 
 
22,426

 
 
623,891

 
SSU
6/30/2013
1/14/2013
 
 
 
 
 
 
23,903

 
 
796,209

 
SSU
9/30/2013
1/14/2013
 
 
 
 
 
 
19,739

 
 
710,012

 
SSU
12/31/2013
1/14/2013
 
 
 
 
 
 
17,398

 
 
711,056

 
 
 
 
 
 
 
 
 

 

83,466

 
 
4,446,504

Karl-Thomas Neumann
RSU
4/1/2013
12/10/2012
 
 
 
 
53,822

53,822



 
 
1,496,252

 
SSU
3/31/2013
12/10/2012
 
 
 
 
 
 
7,894

 
 
219,611

 
SSU
6/30/2013
12/10/2012
 
 
 
 
 
 
26,459

 
 
881,349

 
SSU
9/30/2013
12/10/2012
 
 
 
 
 
 
15,291

 
 
550,017

 
SSU
12/31/2013
12/10/2012
 
 
 
 
 
 
13,478

 
 
550,846

 
 
 
 
 
 
 
 
 

 

63,122

 
 
3,698,075

(1)
On January 14, 2013 the Compensation Committee took action to approve RSU awards to be granted on March 1, 2013 in recognition of 2012 Adjusted AFCF performance. The awards were made at the target amount, which is also the maximum amount payable. Pursuant to the terms of the 2009 LTIP, the value used to determine the number of RSUs granted on March 1, 2013 was $27.12 based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($27.21) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements. Dr. Neumann's RSUs were granted on April 1, 2013, based on the average of the high and low trading price of Common Stock on the NYSE on the grant date ($27.87). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($27.80) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements.
(2)
The Compensation Committee approved SSU grants to be made on various salary payment dates. Pursuant to Plan terms, the value used to determine the number of RSUs granted on March 31, 2013 was $27.87; June 30, 2013, $33.26; September 30, 2013, $35.97; and December 31, 2013, $40.81, based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant dates (March 31, 2013, $27.82; June 30, 2013, $33.31; September 30, 2013, $35.97; and December 31, 2013, $40.87) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements.


 
44
  2014 PROXY STATEMENT


Outstanding Equity Awards at Fiscal Year-End 2013
 
  
Option Awards
Stock Awards (1)
(a)
  
(b)
(c)
(d)
(e)
(f)
  
(g)
(h)
(i)
(j)
  
Grant Date
Number of
Securities
Underlying
Unexercised
Options (#
Exercisable) (#)
Number of
Securities
Underlying
Unexercised
Options (#
Unexercis-able) (#)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration Date
Grant
Date
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That
Have Not
Vested
($)
Name
Daniel F. Akerson
 
 
 
 
 
 
3/15/2012
 
 
76,249

3,116,297

 
 
 
 
 
 
 
2/10/2011
 
 
18,478

755,196

Daniel Ammann
 
 
 
 
 
 
3/1/2013
 
 
60,841

2,486,572

 
 
 
 
 
 
 
3/15/2012
 
 
53,374

2,181,395

Stephen J. Girsky
 
 
 
 
 
 
3/1/2013
 
 
55,310

2,260,520

 
 
 
 
 
 
 
3/15/2012
 
 
57,187

2,337,233

 
 
 
 
 
 
 
2/10/2011
 
 
41,575

1,699,170

Mary T. Barra
 
 
 
 
 
 
3/1/2013
 
 
58,998

2,411,248

 
 
 
 
 
 
 
3/15/2012
 
 
53,374

2,181,395

Karl-Thomas Neumann
 
 
 
 
 
 
4/1/2013
 
 
53,822

2,199,705

(1)
The amounts in Column (j) reflect 2012 and 2013 RSU grants that vest as described above under "2013 Grants of Plan Based Awards." The 2011 awards are subject to forfeiture for three years and conditioned upon repayment of GM's TARP obligations. On the third anniversary date of the grant, the 2011 awards settle ratably with each 25 percent of GM's TARP obligations that have been repaid. The awards are valued in this column based on the closing price of Common Stock on December 31, 2013 ($40.87). In December 2013, the UST sold its remaining shares of Common Stock and it was subsequently determined that 25 percent of the outstanding TARP-related RSU grants would be forfeited. Accordingly, 25 percent of the shares remaining for TARP-related grants outstanding on December 31, 2013, for each of the NEOs was forfeited as follows: Mr. Akerson, (23,682); Mr. Ammann, (28,554); Mr. Girsky, (28,125); and Ms. Barra, (28,094). Dr. Neumann’s grant on April 1, 2013 is contingent on continued service on each vesting date as described above under "2013 Grants of Plan Based Awards."
2013 Option Exercises and Stock Vested
There were no options exercised and no stock awards vested for NEOs during 2013 (table omitted intentionally).
Pension Benefits and Retirement Programs Applicable to Executive Officers
Pension benefits for most of our U.S. executives may be from both tax-qualified plans that are subject to the requirements of the Employee Retirement Income Security Act (“ERISA”) and from a non-qualified plan that provides supplemental benefits. We assumed both types of plans from General Motors Corporation. Tax-qualified benefits are pre-funded and paid out of either the trust assets of the General Motors Salaried Retirement Program (the “SRP”), the General Motors Retirement Savings Plan for Salaried Employees in the United States (the “RSP”), or both. Non-qualified benefits under the General Motors Executive Retirement Plan (the “ERP”) are not pre-funded and are paid out of our general assets. The ERP provides benefits under both Defined Contribution (“DC”) and Defined Benefit (“DB”) formulas. Benefit accruals and company contributions under GM’s non-qualified pension

 
45
  2014 PROXY STATEMENT


plan and deferred compensation plans were suspended for NEOs and certain most highly compensated employees pursuant to TARP regulations, and they were reinstated effective December 16, 2013.
U.S. executive employees must be at least age 55 with a minimum of ten years of eligibility service to be vested in benefits accrued prior to October 1, 2012 in the ERP, and must have been executive employees on the active payroll of General Motors Corporation as of December 31, 2006 to be eligible for any frozen accrued non-qualified ERP benefit. Benefits accrued in the ERP on and after October 1, 2012 are subject to three-year vesting.
For service rendered January 1, 2007 through September 30, 2012, non-qualified retirement benefits for executive employees were determined under one of two methods (a DC formula or a DB formula), depending on an executive’s length of service date. For executives with a length of service date prior to January 1, 2001 a total benefit accrued (SRP plus DB ERP) equal to 1.25 percent of monthly base salary and annual incentive awards under the 2009 General Motors Company Short-Term Incentive Plan (the "2009 STIP") and predecessor plans. For executives with a length of service date on or after January 1, 2001, total contributions (RSP plus DC ERP) accrued equal to four percent of monthly base salary and annual incentive awards. For both formulae, benefits calculated on base salary and annual incentive awards below the applicable U.S. Internal Revenue Service (the “IRS”) limits accrued in the appropriate qualified plan (SRP or RSP) according to length of service date. For both formulae, benefits calculated on base salary and annual incentive awards above the applicable IRS limits accrued in the ERP.
Effective September 30, 2012, pension accruals under the 1.25 percent SRP and ERP formulas described above were frozen, and qualified and non-qualified retirement benefits have been replaced for future service, effective October 1, 2012, with a defined contribution formula (four percent or six percent of monthly base salary and annual incentive awards depending on an employee’s length of service date) subject to the IRS limits noted above for tax-qualified plans.
Upon retirement, executives will have all vested non-qualified retirement benefits accrued prior to October 1, 2012, paid as a five-year annuity. Any non-qualified benefits accrued and vested on or after October 1, 2012 will be paid as a lump sum upon retirement. The interest rate used in determining the non-qualified five-year annuity retirement benefits referenced above is the average of the 30-year U.S. Treasury Securities Rate for the month of July and is determined annually. This annual interest rate is then effective for retirements commencing October 1 through September 30 of the succeeding year. In the event of death, an executive’s surviving spouse may be eligible for benefits under the ERP.
Adam Opel AG in Germany offers a cash balance pension plan. Participants hired after 2006 accrue “pension elements” each year. The pension element equals a “pay credit” multiplied by an “age factor.” The pay credit is 1.75 percent times annual income for the year, plus 10.5 percent times the portion of the annual income in excess of the social security threshold for the year. The age factor is designed to accumulate the pay credit with interest to age 60 and ranges from 4.0 for the youngest employees to 1.0 for the oldest. Between age 60 and retirement, in addition to pension elements continuing to accrue, the accumulated pension elements are increased at the minimum guaranteed rate of interest application for German life insurance contracts, currently 1.75 percent. The normal retirement benefit age is 63. Upon termination, the vested benefit is based on the accrued balance, but participants must wait until normal retirement benefit age before commencing benefits. Full vesting is provided after five years of service and 25 years of age. The normal form of payment is twelve annual installments. Payments in six installments, a lump sum or a lifelong annuity are available, but subject to company consent.








 
46
  2014 PROXY STATEMENT


Pension Benefits
 
(a)
(b)
(c)
(d)
(e)
(f)
(g)
 
Name
Plan Name
Number of years of
Eligible Credited
Service as of
December 31, 2013
(1)  
Present Value of
Accumulated Benefit
(2)(3) 
($)
Annual Lifetime Annuity for SRP, Five-Year
Annuity for Pre-10/1/2012 ERP, or Twelve-Year Annuity for OPEL Under
GM Pension Plans
($)
Lump Sum Payable for Post-9/30/2012 ERP Under GM Pension
 ($)
Payments During
Last Fiscal Year
($)
 
 
Daniel F. Akerson (4)
ERP
3.3

2,833


2,833


 
Daniel Ammann (5)
ERP
3.7

5,985

1,791

  4,308